12/10/2024 | Press release | Distributed by Public on 12/10/2024 20:43
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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. | |
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. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Gupta Sagar C/O FIVE9, INC. 3001 BISHOP DR., STE. #350 SAN RAMON, CA 94583 |
X |
/s/ Sagar Gupta | 12/10/2024 |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(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) | On December 8, 2024, Five9, Inc. (the "Issuer") granted a total of 11,377 restricted stock units ("RSUs") of the Issuer to Sagar Gupta, a member of the Issuer's board of directors (the "Board") in respect of his service on the Board. Mr. Gupta holds these RSUs for the benefit of certain investment funds (the "Anson Funds") for which Anson Advisors Inc. and Anson Funds Management LP serve as co-investment advisors. Each RSU represents a contingent right to receive one share of Common Stock. With respect to 9,416 of the RSUs, one-third of such RSUs will vest on December 8, 2025 and each one-year anniversary thereafter, subject to the Reporting Person continuing as a service provider through the applicable vesting date. |
(2) | Because Mr. Gupta serves on the Board as a representative of the Anson Funds, Mr. Gupta does not have a right to any economic interest in securities of the Issuer granted to him by the Issuer in respect of his Board position. The Anson Funds are entitled to receive all of the economic interest in securities granted to Mr. Gupta by the Issuer in respect of Mr. Gupta's Board position. Mr. Gupta disclaims beneficial ownership of the Issuer's securities to which this report relates and at no time has Mr. Gupta had any economic interest in such securities except any indirect economic interest through Anson Funds, entities in which he does not have a controlling interest and over which he does not have investment control. |
(3) | As discussed in footnotes 1 and 2, represents securities in which the Anson Funds have all of the economic interest. |
(4) | These securities are RSUs. Each RSU represents a contingent right to receive one share of Common Stock. The RSUs will vest in full on December 8, 2025, subject to the Reporting Person continuing as a service provider through the vesting date. |