UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Earnout Shares | (4) | (4) | Class A Common Stock | 2,416,730 | $ (5) | I | See Footnote (1) |
Earnout Shares | (4) | (4) | Class A Common Stock | 452,438 | $ (5) | I | See Footnote (2) |
Earnout Shares | (4) | (4) | Class A Common Stock | 266,534 | $ (5) | I | See Footnote (3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
CRAFT VENTURES GP I, LLC 855 FRONT STREET SAN FRANCISCO, CA 94111 |
X | |||
CRAFT VENTURES I, L.P. 855 FRONT STREET SAN FRANCISCO, CA 94111 |
X | |||
CRAFT VENTURES I-A, L.P. 855 FRONT STREET SAN FRANCISCO, CA 94111 |
X | |||
CRAFT VENTURES I-B, L.P. 855 FRONT STREET SAN FRANCISCO, CA 94111 |
X |
Craft Ventures I, L.P. By: Craft Ventures GP I, LLC, its general partner By: /s/ David O. Sacks, Managing Member | 11/23/2021 | |
**Signature of Reporting Person | Date | |
Craft Ventures I-A, L.P. By: Craft Ventures GP I, LLC, its general partner By: /s/ David O. Sacks, Managing Member | 11/23/2021 | |
**Signature of Reporting Person | Date | |
Craft Ventures I-B, L.P. By: Craft Ventures GP I, LLC, its general partner By: /s/ David O. Sacks, Managing Member | 11/23/2021 | |
**Signature of Reporting Person | Date | |
Craft Ventures GP I, LLC By: /s/ David O. Sacks, Managing Member | 11/23/2021 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Represents shares held by Craft Ventures I, L.P. ("Craft I"). Craft Ventures GP I, LLC ("Craft I GP") is the general partner of Craft I and David O. Sacks is a managing member of Craft I GP. Craft I GP disclaims beneficial ownership of these securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that it is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. |
(2) | Represents shares held by Craft Ventures I-A, L.P. ("Craft I-A"). Craft I GP is the general partner of Craft I-A. Craft I GP disclaims beneficial ownership of these securities for purposes of Section 16 of the Exchange Act except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that it is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. |
(3) | Represents shares held by Craft Ventures I-B, L.P. ("Craft I-B"). Craft I GP is the general partner of Craft I-B. Craft I GP disclaims beneficial ownership of these securities for purposes of Section 16 of the Exchange Act except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that it is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. |
(4) | The earnout shares will vest in three substantially equal installments if the Issuer's Class A Common Stock achieves a price per share for any ten trading days within any 20 consecutive trading period prior to November 4, 2026 that equals or exceeds the following thresholds: $12.50, $20.00 and $30.00. |
(5) | Each earnout share represents a contingent right to receive one share of the Issuer's Class A Common Stock upon the satisfaction of the earnout share vesting terms. |
Remarks: David O. Sacks has separately filed a Form 3 with respect to the securities reported herein. |