07/21/2025 | Press release | Distributed by Public on 07/21/2025 19:01
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock Units | (1) | 06/27/2025 | A | 700,000 | (2)(3)(4) | (2)(3)(4) | Common Stock, $0.00001 par value | 700,000 | $ 0 | 700,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Gray Christopher C/O PODCASTONE, INC., 345 NORTH MAPLE DRIVE, SUITE 295 BEVERLY HILLS, CA 90210 |
President |
/s/ Christopher Gray | 07/21/2025 | |
**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) | Represents the Issuer's Restricted Stock Units (the "RSUs") which are settled in the Issuer's common stock on a one-for-one basis. |
(2) | The RSUs were granted to the Reporting Person pursuant to the Employment Agreement, dated as of June 27, 2025 (the "EA"), and effective as of June 1, 2025 (the "Effective Date"), entered into between the Reporting Person and the Issuer. 175,000 of the RSUs shall vest on the six-month anniversary of the Effective Date (the "Initial Vesting Date"), and the remaining RSUs shall vest thereafter in equal amounts of 175,000 RSUs on each subsequent six-month anniversary of the Initial Vesting Date, with the last tranche to vest on the two year anniversary of the Effective Date (inclusive); (continued to Footnote 3) |
(3) | (continued from Footnote 2) provided that the RSUs shall vest earlier than the foregoing applicable vesting dates as follows: (x) one-third of the RSUs shall vest if during the term of the EA (the "Term"), the shares of the Issuer's common stock have traded at a price of $3.50 per share or more for a period of at least 90 consecutive days, (y) one-third of the RSUs shall vest if during the Term, the shares of the Issuer's common stock have traded at a price of $5.00 per share or more for a period of at least 90 consecutive days, and (z) one-third of the RSUs shall vest if during the Term, the shares of the Issuer's common stock have traded at a price of ten $10.00 per share or more for a period of at least 90 consecutive days, (continued to Footnote 4) |
(4) | (continued from Footnote 3) subject to the Reporting Person's continued employment with the Issuer through each applicable vesting date and subject to earlier full vesting upon a PC1 Change of Control (as defined in EA) or such other earlier vesting acceleration conditions as provided in the EA. Each vested RSU shall be settled by delivery to the Reporting Person of one share of the Issuer's common stock on the first to occur of: (i) the date of a PC1 Change of Control, (ii) the date of the Reporting Person's death, (iii) the date of the Reporting Person's Disability (as defined in the EA) and (iv) the expiration or the effective date of termination of the EA. |