SEC Info - GTCR Valor Merger Sub, Inc., et al. - ‘SC TO-T’ on 4/18/14 re: Vocus, Inc.

This Letter of Transmittal for Shares may ONLY be used to tender (i) shares of common stock, par value $0.01 per share (“Common Stock”) of Vocus, Inc., a Delaware corporation (“Vocus”) that are not subject to forfeiture restrictions, repurchase rights or other restrictions under Vocus’s equity plans, and the associated rights to purchase shares of Series B Junior Participating Preferred Stock, $0.01 par value, of Vocus (“Rights”) pursuant to the Rights Agreement, dated as of May 13, 2013, as amended, by and between Vocus and American Stock & Transfer Company, LLC, as rights agent (each share of Common Stock together with the associated Rights are referred to herein as a “Share” and, collectively, as the “Shares”) and (ii) Shares subject to forfeiture restrictions, repurchase rights or other restrictions under Vocus’s equity plans (each, a “Restricted Share”) held by stockholders who are not current or former employees of Vocus. Shares awarded pursuant to a Vocus equity plan and no longer subject to forfeiture restrictions, repurchase rights or other restrictions under such plan are not Restricted Shares.

This Letter of Transmittal for Shares may NOT be used to tender Restricted Shares held by stockholders who are current or former employees of Vocus.

Delivery of this Letter of Transmittal for Shares to an address other than as set forth above does not constitute a valid delivery. You must sign this Letter of Transmittal for Shares in the appropriate space provided therefor and complete either IRS Form W-9 or the applicable IRS Form W-8, as appropriate. The instructions set forth in this Letter of Transmittal for Shares should be read carefully before this Letter of Transmittal for Shares is completed.

Delivery of documents to the Book-Entry Transfer Facility does not constitute delivery to the Depositary.

The undersigned hereby tenders to GTCR Valor Merger Sub, Inc., a Delaware corporation (the “Purchaser”) and a wholly owned subsidiary of GTCR Valor Companies, Inc., a Delaware corporation (“Parent”), the above described shares of common stock, par value $0.01 per share (“Common Stock”) of Vocus, Inc., a Delaware corporation (“Vocus”), and the associated rights to purchase shares of Series B Junior Participating Preferred Stock, $0.01 par value, of Vocus (“Rights”) pursuant to the Rights Agreement, dated as of May 13, 2013, as amended, by and between Vocus and American Stock & Transfer Company, LLC, as rights agent (each share of Common Stock together with the associated Rights are referred to herein as a “Share” and, collectively, as the “Shares”), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated April 18, 2014 (the “Offer to Purchase”), and this Letter of Transmittal for Shares (which, together with the Offer to Purchase, the Letter of Transmittal for Employee Restricted Shares and any amendments or supplements thereto or hereto, collectively constitute the “Offer”), receipt of which is hereby acknowledged.

This Letter of Transmittal for Shares may ONLY be used to tender unrestricted Shares and Shares subject to forfeiture restrictions, repurchase rights or other restrictions under Vocus’s equity plans (each, a “Restricted Share”) held by stockholders who are not current or former employees of Vocus (“Non-Employee Restricted Shares”). It may not be used to tender Restricted Shares held by stockholders who are current or former employees of Vocus (“Employee Restricted Shares”).

Upon the terms of the Offer, and effective upon acceptance for payment of the Shares tendered herewith in accordance with the terms of the Offer, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Purchaser, all right, title and interest in and to the Shares tendered herewith and any other securities or rights issued or issuable in respect of the Shares on or after the date of the Offer to Purchase and irrevocably constitutes and appoints American Stock Transfer & Trust Company, LLC (the “Depositary”) the true and lawful agent and attorney-in-fact of the undersigned, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to the full extent of the undersigned’s rights with respect to such Shares (and any such other securities or rights) or of the undersigned’s rights with respect to such Shares (and any such other securities or rights) (i) to deliver certificates for such Shares (and any such other securities or rights) or transfer ownership of such Shares (and any such other securities or rights) on the account books maintained by The Depository Trust Company (the “Book-Entry Transfer Facility”) together, in any such case, with all accompanying evidences of transfer and authenticity to, or upon the order of, the Purchaser, (ii) to present such Shares (and any such other securities or rights) for transfer on Vocus’s books and (iii) to receive all benefits and otherwise exercise all rights of beneficial ownership of such Shares (and any such other securities or rights), all in accordance with the terms and subject to the conditions of the Offer.

Except for restrictions on the Non-Employee Restricted Shares pursuant to the terms of Vocus’s equity plans, the undersigned represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the tendered Shares (and any and all other securities or rights issued or issuable in respect of such Shares on or after the date of the Offer to Purchase) and, when the same are accepted for payment by the Purchaser, the Purchaser will acquire good title thereto, free and clear of all liens, restrictions, claims and encumbrances and the same will not be subject to any adverse claim or right. The undersigned will, upon request, execute and deliver any additional documents deemed necessary or desirable by the Depositary or the Purchaser to complete the sale, assignment and transfer of the tendered Shares (and any such other securities or rights) to the Purchaser.

All authority conferred or agreed to be conferred in this Letter of Transmittal for Shares shall be binding upon the successors, assigns, heirs, executors, administrators and legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned. Except as stated in the Offer to Purchase, the tender of Shares hereby is irrevocable.

The undersigned hereby irrevocably appoints the designees of the Purchaser, and each of them, and any other designees of the Purchaser, the attorneys-in-fact and proxies of the undersigned, each with full power of

substitution, to vote at the special meeting in connection with the Merger, if any, and to the extent permitted by applicable law and under Vocus’s certificate of incorporation and bylaws, any other annual, special or adjourned meeting of Vocus’s stockholders or otherwise to execute any written consent concerning any matter, and to otherwise act as each such attorney-in-fact and proxy or his, her or its substitute shall in his, her or its sole discretion deem proper with respect to the Shares tendered hereby that have been accepted for payment by the Purchaser before the time any such action is taken and with respect to which the undersigned is entitled to vote (and any and all other securities or rights issued or issuable in respect of such Shares on or after the date of the Offer to Purchase). This appointment is effective when, and only to the extent that, the Purchaser accepts for payment such Shares as provided in the Offer to Purchase. This power of attorney and proxy are irrevocable and are granted in consideration of the acceptance for payment of such Shares in accordance with the terms of the Offer. Upon such acceptance for payment, all prior powers of attorney, proxies and consents given by the undersigned with respect to such Shares (and any such other securities or rights) will, without further action, be revoked and no subsequent powers of attorney, proxies, consents or revocations may be given (and, if given, will not be deemed effective) by the undersigned with respect to such Shares (or such other securities or rights).

The Purchaser’s acceptance for payment of Shares validly tendered according to any of the procedures described in the Offer to Purchase and in the Instructions hereto will constitute a binding agreement between the undersigned and the Purchaser upon the terms and subject to the conditions of the Offer (and if the Offer is extended or amended, the terms and conditions of such extension or amendment). Without limiting the foregoing, if the price to be paid in the Offer is amended in accordance with the Merger Agreement (as defined in the Offer to Purchase), the price to be paid to the undersigned will be the amended price despite the fact that a different price is stated in this Letter of Transmittal for Shares. Under certain circumstances set forth in the Offer to Purchase, the Purchaser may not be required to accept for payment any of the Shares tendered hereby. All questions as to validity, form and eligibility of any tender of Shares hereby will be determined by the Purchaser (which may delegate power in whole or in part to the Depositary).

From and after acceptance for payment of Shares in accordance with the terms of the Offer, the Purchaser reserves the right to assign any of its rights or obligations under the Merger Agreement, including the right to purchase Shares tendered in the Offer, to Parent and/or one or more wholly owned subsidiaries of Parent, but any such transfer or assignment will not relieve the Purchaser of its obligations under the Offer and will in no way prejudice the undersigned’s rights to receive payment for Shares validly tendered and accepted for payment in the Offer.

Unless otherwise indicated herein under “Special Payment Instructions,” please issue the check for the purchase price and/or return any certificates for Shares not tendered or accepted for payment in the name(s) of the registered holder(s) appearing under “Description of Shares Tendered.” Similarly, unless otherwise indicated under “Special Delivery Instructions,” please mail the check for the purchase price and/or return any certificates for Shares not tendered or accepted for payment (and any accompanying documents, as appropriate) to the address(es) of the registered holder(s) appearing under “Description of Shares Tendered.” In the event that both the “Special Delivery Instructions” and the “Special Payment Instructions” are completed, please issue the check for the purchase price and/or return any certificates for Shares not tendered or accepted for payment (and any accompanying documents, as appropriate) in the name(s) of, and deliver such check and/or return such certificates (and any accompanying documents, as appropriate) to, the person(s) so indicated. Please credit any unrestricted Shares tendered herewith by book-entry transfer that are not accepted for payment by crediting the account at the Book-Entry Transfer Facility designated above. Please return any Non-Employee Restricted Shares tendered herewith that are not accepted for payment by crediting the appropriate account at American Stock Transfer & Trust Company, LLC. The Purchaser has no obligation under the “Special Payment Instructions” to transfer any Shares from the name of the registered holder thereof if the Purchaser does not accept for payment any of the Shares so tendered.

IMPORTANT

STOCKHOLDER(S) SIGN HERE

(Signature(s) of Stockholder(s))

Unrestricted Shares must be signed by registered holder(s) exactly as name(s) appear(s) on certificate(s) for such unrestricted Shares or on a security position listing or by person(s) authorized to become registered holder(s) by certificates and documents transmitted herewith. Non-Employee Restricted Shares must be signed by holder(s) of such Shares exactly as name(s) appear(s) on the records of Vocus with respect to such Non-Employee Restricted Shares. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, please provide the following and see Instruction 5.

Dated: ,


Name (s)
(Please Print)


Capacity (Full Title)


Address
(Including Zip Code)


Daytime Area Code and Telephone Number


Employer Identification or Social Security Number

PLEASE COMPLETE IRS FORM W-9 OR THE APPROPRIATE IRS FORM W-8

IF REQUIRED—GUARANTEE OF SIGNATURE(S)

(See Instructions 1 and 5)


Authorized Signature


Name




(Please Print)


Title


(Please Print)

Name of Firm


Address


(Include Zip Code)



Daytime Area Code and Telephone Number

Dated: ,

1. Guarantee of Signatures. With respect to unrestricted Shares, no signature guarantee is required on this Letter of Transmittal for Shares if (a) this Letter of Transmittal for Shares is signed by the registered holder(s) (which term, for purposes of this Instruction, includes any participant in the Book-Entry Transfer Facility’s system whose name appears on a security position listing as the owner of the Shares) of Shares tendered herewith and such registered holder has not completed either the box entitled “Special Delivery Instructions” or the box entitled “Special Payment Instructions” on this Letter of Transmittal for Shares or (b) the Shares tendered herewith are tendered for the account of a financial institution (including most commercial banks, savings and loan associations and brokerage houses) that is a participant in the Security Transfer Agent Medallion Program, or other “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (such institution, an “Eligible Institution”). With respect to Non-Employee Restricted Shares, no signature guarantee is required on this Letter of Transmittal for Shares, if it is signed by the holder(s) registered on the records of either Vocus or American Stock Transfer & Trust Company, LLC of Shares tendered herewith and such registered holder has not completed either the box entitled “Special Delivery Instructions” or the box entitled “Special Payment Instructions” on this Letter of Transmittal for Shares. In all other cases, all signatures on this Letter of Transmittal for Shares must be guaranteed by an Eligible Institution. See Instruction 5. If a Share certificate is registered in the name of a person other than the signer of this Letter of Transmittal for Shares, or if payment is to be made, or a Share certificate not tendered or not accepted for payment is to be returned, to a person other than the registered holder of the certificates surrendered, then the tendered Share certificate must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name or names of the registered holders or owners appear on the Share certificate, with the signature or signatures on the certificates or stock powers guaranteed by an Eligible Institution. See Instruction 5.

2. Requirements of Tender. This Letter of Transmittal for Shares is to be completed by stockholders (a) if certificates are to be forwarded herewith, (b) unless an Agent’s Message is used instead of this Letter of Transmittal for Shares, if delivery of unrestricted Shares is to be made according to the procedures for book-entry transfer set forth in Section 3—“Procedure for Tendering Shares” of the Offer to Purchase, or (c) tendering Non-Employee Restricted Shares. It may NOT be used to tender Employee Restricted Shares. This Letter of Transmittal for Shares may ONLY be used to tender unrestricted Shares and Non-Employee Restricted Shares. For a holder of unrestricted Shares to validly tender such Shares pursuant to the Offer, either (i) a properly completed and duly executed Letter of Transmittal for Shares (or manually signed facsimile), together with any required signature guarantees or, in the case of a book-entry transfer, an Agent’s Message, and any other required documents, must be received by the Depositary at one of its addresses set forth herein before the Expiration Date (as defined in the Offer to Purchase) and either certificates for the tendered Shares must be received by the Depositary at one of such addresses or the Shares must be delivered according to the procedures for book-entry transfer set forth herein (and a Book-Entry Confirmation (as defined in the Offer to Purchase) must be received by the Depositary), in each case, before the Expiration Date, or (ii) the tendering stockholder must comply with the guaranteed delivery procedures set forth below and in Section 3—“Procedure for Tendering Shares” of the Offer to Purchase. For a holder of Non-Employee Restricted Shares to validly tender such Shares pursuant to the Offer, a properly completed and duly executed Letter of Transmittal for Shares (or manually signed facsimile), together with any other required documents, must be received by the Depositary at one of its addresses set forth herein before the Expiration Date. Non-Employee Restricted Shares may not be tendered by guaranteed delivery.

Holders of unrestricted Shares whose certificates for such Shares are not immediately available or who cannot deliver their certificates and all other required documents to the Depositary or complete the procedures for book-entry transfer before the Expiration Date may tender their Shares by properly completing and duly executing the Notice of Guaranteed Delivery according to the guaranteed delivery procedures set forth in Section 3—“Procedure for Tendering Shares” of the Offer to Purchase. Under such procedures, (a) such tender must be made by or through an Eligible Institution, (b) a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by the Purchaser, must be received by the Depositary before the Expiration Date and (c) either (i) the Share certificates, together with a properly completed and duly

executed Letter of Transmittal for Shares (or a manually signed facsimile), with any required signature guarantees, and any other documents required by this Letter of Transmittal for Shares must be received by the Depositary within three trading days after the date of execution of the Notice of Guaranteed Delivery or (ii) in the case of a book-entry transfer effected according to the book-entry transfer procedures described in the Offer to Purchase, either a properly completed and duly executed Letter of Transmittal for Shares (or manually signed facsimile), and any required signature guarantees, or an Agent’s Message, and any other documents required by this Letter of Transmittal for Shares, must be received by the Depositary, and such Shares must be delivered according to the book-entry transfer procedures and a Book-Entry Confirmation must be received by the Depositary, in each case within three trading days after the date of execution of such Notice of Guaranteed Delivery. A “trading day” is any day on which Shares are listed for quotation on the NASDAQ Global Select Market. Non-Employee Restricted Shares may not be tendered by guaranteed delivery.

An “Agent’s Message” means a message, transmitted through electronic means by the Book-Entry Transfer Facility, in accordance with the normal procedures of the Book-Entry Transfer Facility and the Depositary, to and received by the Depositary and forming a part of a Book-Entry Confirmation, which states that the Book-Entry Transfer Facility has received an express acknowledgment from the participant in the Book-Entry Transfer Facility tendering the Shares which are the subject of such Book-Entry Confirmation that such participant has received and agrees to be bound by the terms of this Letter of Transmittal for Shares and that the Purchaser may enforce such agreement against the participant. The term “Agent’s Message” shall also include any hard copy printout evidencing such message generated by a computer terminal maintained at the Depositary’s office. Delivery of documents to the Book-Entry Transfer Facility in accordance with the Book-Entry Transfer Facility’s procedures does not constitute delivery to the Depositary.

The method of delivery of Shares, this Letter of Transmittal for Shares and all other required documents, including delivery through the Book-Entry Transfer Facility, is at the election and risk of the tendering stockholder. Delivery of documents to the Book-Entry Transfer Facility in accordance with the Book-Entry Transfer Facility’s procedures does not constitute delivery to the Depositary. Shares will be deemed delivered only when actually received by the Depositary. If delivery is by mail, registered mail, with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

No alternative, conditional or contingent tenders will be accepted and no fractional Shares will be purchased. All tendering stockholders, by execution of this Letter of Transmittal for Shares (or manually signed facsimile), waive any right to receive any notice of the acceptance of their Shares for payment.

3. Inadequate Space. If the space provided herein is inadequate, the certificate numbers and/or the number of Shares should be listed on a separate signed schedule attached hereto.

4. Partial Tenders (Only Applicable to Holders of Share Certificates or Holders of Non-Employee Restricted Shares). If fewer than all the Shares evidenced by any certificate submitted are to be tendered, fill in the number of Shares that are to be tendered in the box entitled “Number of Shares Tendered.” In any such case, new certificate(s) for the remainder of the Shares that were evidenced by the old certificate(s) will be sent to the registered holder, unless otherwise provided in the appropriate box on this Letter of Transmittal for Shares, promptly after the acceptance for payment of the Shares tendered herewith. All Shares represented by certificates delivered to the Depositary will be deemed to have been tendered unless otherwise indicated. If fewer than all the Non-Employee Restricted Shares held in the relevant account set forth above are to be tendered, fill in the number of Non-Employee Restricted Shares that are to be tendered in the box entitled “Number of Shares Tendered.” In any such case, the relevant account will retain the Non-Employee Restricted Shares not tendered. All Non-Employee Restricted Shares held in such account will be deemed to have been tendered unless otherwise indicated.

5. Signatures on Letter of Transmittal for Shares, Stock Powers and Endorsements. If this Letter of Transmittal for Shares is signed by the registered holder(s) of the Shares tendered hereby, the signature(s) must correspond, without change, with (i) the name(s) as written on the face of the certificate(s) or (ii) with respect to holders of Non-Employee Restricted Shares, the name(s) as shown on the records of Vocus.

If any of the Shares tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal for Shares.

If any tendered Shares are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal for Shares, as there are different registrations of Shares.

If this Letter of Transmittal for Shares or any certificates or stock powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and proper evidence satisfactory to the Purchaser of their authority so to act must be submitted.

When this Letter of Transmittal for Shares is signed by the registered owner(s) of the Shares listed and transmitted hereby, no endorsements of certificates or separate stock powers are required unless payment is to be made to or certificates for Shares not tendered or accepted for payment are to be issued to a person other than the registered owner(s). Signatures on such certificates or stock powers must be guaranteed by an Eligible Institution.

If the certificates for Shares are registered in the name of a person other than the signer of this Letter of Transmittal for Shares, or if payment is to be made or certificates for Shares not tendered or not accepted for payment are to be returned to a person other than the registered holder of the certificates surrendered, the tendered certificates must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name or names of the registered holders or owners appear on such Share certificates, with the signature or signatures on the certificates or stock powers guaranteed as aforesaid. See Instruction 1.

6. Stock Transfer Taxes. The Purchaser will pay or cause to be paid any stock transfer taxes with respect to the transfer and sale of Shares (including Non-Employee Restricted Shares) to it, or its order, in the Offer. If, however, payment of the purchase price is to be made to, or if certificate(s) for Shares not tendered or accepted for payment are to be registered in the name of, any person(s) other than (i) the registered owner(s) or (ii) the holder of Non-Employee Restricted Shares as shown on Vocus’s records, or if tendered certificates for Shares are registered in the name of any person(s) other than the person(s) signing this Letter of Transmittal for Shares, the amount of any stock transfer taxes (whether imposed on the registered owner(s) or such other person(s)) payable on account of the transfer will be deducted from the price to be paid in the Offer unless satisfactory evidence of the payment of such taxes or exemption therefrom is submitted.

7. Special Payment and Delivery Instructions. If a check is to be issued in the name of, and/or certificates for Shares not accepted for payment are to be returned to, a person other than the signer of this Letter of Transmittal for Shares or if a check is to be sent and/or such certificates are to be returned to a person other than the person(s) signing this Letter of Transmittal for Shares or to an address other than that shown in this Letter of Transmittal for Shares, the appropriate boxes on this Letter of Transmittal for Shares must be completed. Stockholders tendering unrestricted Shares by book-entry transfer may request that such Shares not accepted for payment be credited to such account maintained at the Book-Entry Transfer Facility as such stockholder may designate herein. If no such instructions are given, such unrestricted Shares not accepted for payment will be returned by crediting the account at the Book-Entry Transfer Facility. Non-Employee Restricted Shares not accepted for payment will be returned by crediting the appropriate account at American Stock Transfer & Trust Company, LLC.

8. Waiver of Conditions. Subject to the terms of the Merger Agreement, the Purchaser reserves the absolute right in its sole discretion to waive any of the specified conditions of the Offer in the case of any Shares (including Non-Employee Restricted Shares) tendered.

9. Requests for Assistance or Additional Copies. Questions and requests for assistance may be directed to MacKenzie Partners, Inc., the Information Agent, at its address listed on the back cover of this Letter of Transmittal for Shares. Additional copies of the Offer to Purchase, this Letter of Transmittal for Shares and the Notice of Guaranteed Delivery may be obtained from the Information Agent or from brokers, dealers, banks, trust companies or other nominees with which Shares are held.

10. Lost, Destroyed or Stolen Certificates. If any certificate representing Shares has been lost, destroyed or stolen, the stockholder should promptly notify the Depositary by checking the appropriate box on this Letter of Transmittal for Shares and indicating the number of Shares so lost, destroyed or stolen, or call the Transfer Agent for the Shares, American Stock Transfer & Trust Company, LLC, at (877) 248-6417 or (718) 921-8317. The stockholder will then be instructed by the Transfer Agent as to the steps that must be taken to replace the certificate. This Letter of Transmittal for Shares and related documents cannot be processed until the procedures for replacing lost or destroyed certificates have been followed.

11. Backup Withholding. Under U.S. federal income tax law, a tendering holder may be subject to backup withholding at a rate of 28% with respect to payments by the Depositary pursuant to the Offer unless such holder: (i) is a corporation or other exempt recipient and, if required, establishes its exemption from backup withholding, (ii) provides its correct Taxpayer Identification Number (“TIN”) and certifies that (A) the TIN provided is correct (or that such holder is awaiting a TIN), (B) it is not currently subject to backup withholding and (C) such holder is a U.S. person (as defined in the instructions to the enclosed Internal Revenue Service (“IRS”) Form W-9); or (iii) certifies as to its non-U.S. status. If a U.S. holder is an individual, the TIN is his or her social security number. U.S. holders should complete the IRS Form W-9 provided in this Letter of Transmittal for Shares. For further information concerning backup withholding and instructions for completing IRS Form W-9 (including how to obtain a TIN if you do not have one and how to complete IRS Form W-9 if the Shares are held in more than one name), consult the instructions in the enclosed IRS Form W-9 contained in this Letter of Transmittal for Shares.

In order for a non-U.S. holder to qualify as an exempt recipient, that non-U.S. holder should submit the appropriate IRS Form W-8 signed under penalties of perjury, attesting to that non-U.S. holder’s foreign status. The appropriate IRS Form W-8 may be obtained via the IRS website at www.irs.gov or by contacting the Depositary at its address set forth on the back cover of the Offer to Purchase.

Failure to complete IRS Form W-9 or the appropriate IRS Form W-8 will not, by itself, cause Shares to be deemed invalidly tendered, but may require the Depositary to withhold 28% of the amount of any payments made pursuant to the Offer. The Depositary cannot refund amounts withheld by reason of backup withholding. Tendering holders are encouraged to consult their own tax advisors to determine whether they are exempt from these backup withholding requirements.

IMPORTANT: THIS LETTER OF TRANSMITTAL FOR SHARES (OR A MANUALLY SIGNED FACSIMILE), PROPERLY COMPLETED AND DULY EXECUTED, TOGETHER WITH ANY SIGNATURE GUARANTEES, OR, IN THE CASE OF A BOOK-ENTRY TRANSFER FOR UNRESTRICTED SHARES, AN AGENT’S MESSAGE, AND ANY OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED BY THE DEPOSITARY BEFORE THE EXPIRATION DATE OF THE OFFER AND WITH RESPECT TO UNRESTRICTED SHARES, EITHER CERTIFICATES FOR TENDERED SHARES MUST BE RECEIVED BY THE DEPOSITARY OR SHARES MUST BE DELIVERED ACCORDING TO THE PROCEDURES FOR BOOK-ENTRY TRANSFER, IN EACH CASE BEFORE THE EXPIRATION DATE OF THE OFFER, OR THE TENDERING STOCKHOLDER MUST COMPLY WITH THE PROCEDURES FOR GUARANTEED DELIVERY.

NON-EMPLOYEE RESTRICTED SHARES MAY NOT BE TENDERED BY GUARANTEED DELIVERY. THIS LETTER OF TRANSMITTAL FOR SHARES MAY ONLY BE USED TO TENDER UNRESTRICTED SHARES AND NON-EMPLOYEE RESTRICTED SHARES. IT MAY NOT BE USED TO TENDER EMPLOYEE RESTRICTED SHARES.

Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons who must file information returns with the IRS to report interest, dividends, gross proceeds on the sale of securities and certain other income paid to you, mortgage interest you paid, the acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA, or Archer MSA or HSA. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. The IRS may also provide this information to the Department of Justice for civil and criminal litigation, and to cities, states, the District of Columbia, and U.S. possessions to carry out their tax laws. We may also disclose this information to other countries under a tax treaty, to federal and state agencies to enforce federal nontax criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism.

Questions and requests for assistance may be directed to the Information Agent at the locations and telephone numbers set forth below. Additional copies of the Offer to Purchase, Letter of Transmittal for Shares and other tender offer materials may be directed to the Information Agent at the locations and telephone numbers set forth below.


DESCRIPTION OF SHARES TENDERED
Names(s) and Address(es) of Registered Holder(s) (Please fill in, if blank, exactly as name(s) appear(s) on Share Certificate(s) or Book Entry or Other Accounts(s))	Shares Tendered (Attach additional signed list if necessary)
	Certificate Number(s)*	Total Number of Shares Represented by Certificate(s)*	Total Number of Shares Represented by Book Entry or Other Account(s)	Number of Shares Tendered**










* Need not be completed if transfer is made by book-entry transfer. ** Unless otherwise indicated, it will be assumed that all Shares described above are being tendered. See Instruction 4.

This ‘SC TO-T’ Filing	Date	Other Filings

	5/16/14	SC 14D9/A, SC TO-T/A
Filed on:	4/18/14	SC 14D9
	5/13/13	4, 8-A12B, 8-K
		List all Filings

GTCR Valor Merger Sub, Inc., et al. – ‘SC TO-T’ on 4/18/14 re: Vocus, Inc. – EX-99.(A)(1)(B)

On: Friday, 4/18/14, at 4:49pm ET · Accession #: 1193125-14-149149 · File #: 5-81364

Previous ‘SC TO-T’: None · Next: ‘SC TO-T/A’ on 5/1/14 · Latest: ‘SC TO-T/A’ on 5/30/14 · 1 Reference: By: SEC – ‘UPLOAD’ on 4/28/14

Tender-Offer Statement — Third-Party Tender Offer — Schedule TO
Filing Table of Contents

EX-99.(A)(1)(B) — Letter of Transmittal for Shares

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Dates Referenced Herein and Documents Incorporated by Reference

1 Subsequent Filing that References this Filing


Number of Shares represented by the lost or destroyed certificates


Name(s) of Registered Owner(s)


Account Number