30/10/2024 | Press release | Distributed by Public on 30/10/2024 20:39
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock option (Right To Buy) | $25(4) | 10/29/2024(5) | A | 100,000(6) | 10/29/2024 | 09/15/2033 | Common Stock | 100,000 | $ 0 | 100,000 | D | ||||
Stock option (Right To Buy) | $4.22(7) | 10/29/2024(8) | A | 100,000 | 09/15/2025 | 09/15/2034 | Common Stock | 100,000 | $ 0 | 100,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Voigt Paul 295 MADISON AVENUE 12TH FLOOR NEW YORK, NY 10017 |
Interim CEO |
/s/ Paul Voigt | 10/29/2024 |
**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) | The restricted stock unit award (the "RSU") was granted on October 11, 2023, subject to stockholder approval of an amendment to the Second Amended and Restated 2014 Omnibus Equity Award Plan (the "Second A&R 2014 Plan") to increase the number of shares of Common Stock available thereunder to satisfy the settlement of the grant (the "Share Approval Condition"), which was approved by the stockholders on October 4, 2024 effective as of October 29, 2024. |
(2) | The RSU was granted on August 19, 2024, subject to the Share Approval Condition, which was approved by the stockholders on October 4, 2024 effective as of October 29, 2024. |
(3) | Reporting Person is the Manager of Jessie Holdings LLC and has sole voting and investment control. |
(4) | The option award was granted with an exercise price of $25.00 per share (retroactively adjusted to reflect the 1-for-10 reverse split of the Common Stock effective as of August 8, 2024), which price was greater than the fair market value per share on the date of the grant. |
(5) | The option award was granted on September 15, 2023, subject to the Share Approval Condition, which was approved by the stockholders on October 4, 2024 effective as of October 29, 2024. |
(6) | The reported shares have been retroactively adjusted to reflect the 1-for-10 reverse split of the Issuer's Common Stock effective as of August 8, 2024. |
(7) | The option award was granted on September 15, 2024 with an exercise price to be set at 110% of the 10-day VWAP on the date of the grant. |
(8) | The option award was granted on September 15, 2024, subject to the Share Approval Condition, which was approved by the stockholders on October 4, 2024 effective as of October 29, 2024. |