Inspirato Inc.
10/28/2024 | Press release | Distributed by Public on 10/28/2024 16:17
Statement of Changes in Beneficial Ownership - Form 4
Ownership Submission
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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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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(e.g., puts, calls, warrants, options, convertible securities)
| 1. Title of Derivate Security | 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 | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security | 8. Price of Derivative Security | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) | 11. Nature of Indirect Beneficial Ownership |
| Code | V | (A) | (D) | Date Exercisable | Expriation Date | Title | Amount or Number of Shares |
Reporting Owners
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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REVOLUTION MANAGEMENT CO LLC 1717 RHODE ISLAND AVENUE NW 10TH FLOOR WASHINGTON, DC20036 |
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Alps Investment Holdings LLC 1717 RHODE ISLAND AVENUE NW 10TH FLOOR WASHINGTON, DC20036 |
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X |
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CASE STEPHEN M C/O REVOLUTION MANAGEMENT COMPANY LLC 1717 RHODE ISLAND AVE. NW, 10TH FL. WASHINGTON, DC20036 |
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X |
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Revolution Portico Holdings LLC 1717 RHODE ISLAND AVENUE NW 10TH FLOOR WASHINGTON, DC20036 |
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X |
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EXCLUSIVE RESORTS LLC 1601 19TH ST., SUITE 500 DENVER, CO80202 |
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X |
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Signatures
| Revolution Management Company LLC, By /s/ Stephen M. Case, Manager | 2024-10-28 |
| **Signature of Reporting Person | Date |
| /s/ Alps Investment Holdings LLC, By Revolution Management Company LLC, its Manager, By /s/ Stephen M. Case, Manager | 2024-10-28 |
| **Signature of Reporting Person | Date |
| /s/ Stephen M. Case | 2024-10-28 |
| **Signature of Reporting Person | Date |
| Revolution Portico Holdings LLC, By: Revolution Management Company LLC, its manager, By /s/ Stephen M. Case, Manager | 2024-10-28 |
| **Signature of Reporting Person | Date |
| Exclusive Resorts, LLC, By: Revolution Management Company LLC, its manager, By /s/ Stephen M. Case, Manager | 2024-10-28 |
| **Signature of Reporting Person | Date |
Explanation of Responses:
| (*) | 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 the mandatory, automatic exchange of Common Units ("Common Units") of Inspirato LLC ("Inspirato"), a direct subsidiary of the Issuer, for shares of Class A Common Stock and the cancellation, for no consideration, of an equivalent number of shares of Class V Common Stock (the "Mandatory Exchange"), in connection with a "Continuing Member COC" (as defined in the Eleventh Amended and Restated Limited Liability Agreement of Inspirato). |
| (2) | Securities are held directly by Revolution Portico Holdings LLC ("Portico"). Revolution Management Company LLC ("Revolution") is the manager of Portico and may be deemed to beneficially own the shares held by Portico. Stephen M. Case is the manager of Revolution, and may be deemed to share voting and investment power over the shares held by Portico. Each of Revolution and Mr. Case disclaims beneficial ownership of these shares except to the extent of its or his respective pecuniary interest therein. |
| (3) | Securities are held directly by Exclusive Resorts, LLC ("Exclusive"). Revolution is the manager of Exclusive and may be deemed to beneficially own the shares held by Exclusive. Stephen M. Case is the manager of Revolution, and may be deemed to share voting and investment power over the shares held by Exclusive. Each of Revolution and Mr. Case disclaims beneficial ownership of these shares except to the extent of its or his respective pecuniary interest therein. |
| (4) | Shares are held directly by Alps Investment Holdings LLC ("Alps"). Revolution is the manager of Alps and may be deemed to beneficially own the shares held by Alps. Stephen M. Case is the manager of Revolution, and may be deemed to share voting and investment power over the shares held by Alps. Each of Revolution and Mr. Case disclaims beneficial ownership of these shares except to the extent of its or his respective pecuniary interest therein. |
| (5) | Represents Common Units of Inspirato. Pursuant to the Eleventh Amended and Restated Limited Liability Agreement of Inspirato, prior to the Mandatory Exchange, the Reporting Person had the right to redeem the Common Units, from time to time for, at the election of the Issuer, newly-issued Class A Common Stock of the Issuer on a one-for-one basis or a corresponding amount of cash; provided, that the Issuer could elect to effect a direct exchange of Class A Common Stock for such Common Units. In connection with any redemption or exchange of Common Units, a corresponding number of shares of Class V Common Stock of the Issuer would be canceled. |