Item 1.02 Termination of a Material Definitive Agreement.

In connection with the Transactions, the Company terminated that certain credit agreement, dated as of August 5, 2020, by and between the Company, as Borrower, and HSBC Bank USA, N.A., as Lender, including the release of all guarantees and liens related thereto. The disclosure under the Introductory Note is incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.

As described in the Introductory Note, on November 15, 2022, the Merger was completed. Upon the consummation of the Merger, the Company became a wholly owned subsidiary of Parent. The disclosure under the Introductory Note is incorporated herein by reference.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or

Standard; Transfer of Listing.

The disclosures under the Introductory Note are incorporated herein by reference. On November 15, 2022, the Company (i) notified The New York Stock Exchange ("NYSE") of the consummation of the Merger and (ii) requested that NYSE (A) suspend trading of the Company Shares effective before the opening of trading on November 15, 2022 and (B) file with the SEC a Form 25 Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to effect the delisting of the Company Shares

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from NYSE and to deregister the Company Shares under Section 12(b) of the Exchange Act. In addition, the Company intends to file with the SEC a Form 15 Certification of Termination of Registration of a Class of Security under Section 12(g) or Notice of Suspension of Duty to File Reports Pursuant to Sections 13 and 15(d) of the Exchange Act (the "Form 15") requesting that the Company's reporting obligations under Sections 13 and 15(d) of the Exchange Act be suspended.

Item 3.03 Material Modification to Rights of Security Holders.

The disclosures under the Introductory Note and Items 2.01, 3.01 and 5.03 are incorporated herein by reference.

At the Effective Time, each holder of Company Shares outstanding immediately prior to the Effective Time ceased to have any rights as a stockholder of the Company (other than the right to receive the Merger Consideration for such stockholder's shares of Company Common Stock as set forth in the Merger Agreement), except that those shares that were owned by the Company, Parent or Merger Sub or any of their respective subsidiaries, were cancelled.

Item 5.01 Changes in Control of Registrant.

The disclosures under the Introductory Note and Items 2.01, 3.01, 5.02 and 5.03 are incorporated herein by reference.

As a result of the Merger, a change in control of the Company occurred, and the Company became a wholly owned subsidiary of Parent.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

The disclosures under the Introductory Note and Item 2.01 are incorporated herein by reference.

Pursuant to the Merger Agreement, effective as of, and contingent upon, the occurrence of the closing of the Merger (the "Closing"), each of Timothy J. Buckley, Joseph L. Cowan, Janet R. Cowell, Linda Crawford, Marshall A. Heinberg, Himanshu S. Palsule, David J. Spitz, Timothy V. Williams, and M. Scot Wingo ceased serving as a member of the board of directors of the Company and each committee thereof.

Further, pursuant to the Merger Agreement, effective as of, and contingent upon, the occurrence of the Closing, (i) the individuals who were designated by the Company, Parent and Merger Sub as the directors in a schedule to the Merger Agreement became the directors of the Surviving Corporation and (ii) the individuals who were designated by the Company, Parent and Merger Sub as the officers in a schedule to the Merger Agreement became the officers of the Surviving Corporation.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change of Fiscal

Year.

The disclosures under the Introductory Note and Item 2.01 are incorporated herein by reference.

Pursuant to the Merger Agreement, effective as of the Effective Time, the amended and restated certificate of incorporation of the Company and the amended and restated bylaws of the Company were each amended and restated in their entirety, as set forth in Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K, which are incorporated herein by reference.

Item 8.01 Other Events.

On November 15, 2022, Parent issued a press release announcing the completion of the Merger. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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Item 9.01 Financial Statements and Exhibits.




(d) Exhibits

Exhibit
  No.                                    Description

2.1*          Agreement and Plan of Merger, dated September 4, 2022, by and among
            the Company, CommerceHub, Inc. and CH Merger Sub, Inc. (incorporated
            by reference to the Company's Current Report on Form 8-K filed with
            the SEC on September 6, 2022)

3.1           Amended and Restated Certificate of Incorporation of ChannelAdvisor
            Corporation.

3.2           Amended and Restated Bylaws of ChannelAdvisor Corporation.

99.1          Press Release, dated as of November 15, 2022

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document).

* Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company

agrees to furnish supplemental copies of any omitted schedules to the SEC upon

its request.

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