05/07/2025 | Press release | Distributed by Public on 05/07/2025 17:48
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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Monaco Donald P 3900 PASEO DEL SOL SANTA FE, NM 87507 |
X | X |
/s/ Donald P. Monaco | 05/07/2025 | |
**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) | Shares received by the Reporting Person upon achievement of the final milestone (the "Milestone") pursuant to that share exchange agreement entered into by and among the Issuer and various other parties on October 13, 2023, pursuant to which all outstanding shares of NextTrip Holdings, Inc. were exchanged for shares of the Issuer's common stock (the "Exchange"). The Exchange closed on December 29, 2023. No additional consideration was paid for the shares issued to the Reporting Person upon achievement of the Milestone. |
(2) | The shares are beneficially owned by the Donald P. Monaco Insurance Trust (the "Trust"). The Reporting Person is the trustee of the Trust. As such, the Reporting Person is deemed to beneficially own the shares held by the Trust. |
(3) | The Reporting Person disclaims beneficial ownership of all securities held by Monaco Investment Partners, LP ("MI Partners"), the Trust and Travel and Media Tech, LLC ("TMT") in excess of his pecuniary interest, if any, and this report shall not be deemed an admission that he is the beneficial owner of, or has pecuniary interest in, any such excess shares for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
(4) | The shares are beneficially owned by MI Partners. The Reporting Person is the managing general partner of MI Partners. As such, the Reporting Person is deemed to beneficially own the securities held by the MI Partners. |
(5) | The securities are beneficially owned by TMT. Monaco Investment Partners II, LP ("MI II Partners") is a 52% member of TMT. The Reporting Person is the managing general partner of MI II Partners. As such, the Reporting Person is deemed to beneficially own the shares held by TMT. |