07/08/2025 | Press release | Distributed by Public on 07/08/2025 12:40
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 | ||||||||
Series D-1 Preferred Stock | (1) | 07/03/2025 | C | 222,222 | (1) | (1) | Common Stock | 66,733(1) | $ 0 | 0 | I | By trust.(2) | |||
Series D-2 Preferred Stock | (1) | 07/03/2025 | C | 934,588 | (1) | (1) | Common Stock | 280,657(1) | $ 0 | 0 | I | By trust.(2) | |||
Series E Preferred Stock | (1) | 07/03/2025 | C | 434,782 | (1) | (1) | Common Stock | 130,565(1) | $ 0 | 0 | I | By trust.(2) | |||
Series F-1 Preferred Stock | (1) | 07/03/2025 | C | 434,783 | (1) | (1) | Common Stock | 130,565(1) | $ 0 | 0 | I | By trust.(2) | |||
Series F-2 Preferred Stock | (1) | 07/03/2025 | C | 2,000,000 | (1) | (1) | Common Stock | 600,601(1) | $ 0 | 0 | I | By trust.(2) | |||
Series G Preferred Stock | (1) | 07/03/2025 | C | 740,741 | (1) | (1) | Common Stock | 222,445(1) | $ 0 | 0 | I | By trust.(2) | |||
Series G-1 Preferred Stock | (1) | 07/03/2025 | C | 1,206,898 | (1) | (1) | Common Stock | 362,432(1) | $ 0 | 0 | I | By trust.(2) | |||
Series H Preferred Stock | (1) | 07/03/2025 | C | 4,638,377 | (1) | (1) | Common Stock | 1,392,906(1) | $ 0 | 0 | I | By trust.(2) | |||
Series H Preferred Stock | (1) | 07/03/2025 | C | 1,724,139 | (1) | (1) | Common Stock | 517,759(1) | $ 0 | 0 | I | By trust.(3) | |||
Series H Preferred Stock | (1) | 07/03/2025 | C | 1,724,139 | (1) | (1) | Common Stock | 517,759(1) | $ 0 | 0 | I | By trust.(4) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
HARARI ELIYAHOU ET AL 140 CASPIAN COURT C/O SANDISK CORP SUNNYVALE, CA 94089 |
X |
/s/ Peter Bergman, Attorney-in-Fact for Eliyahou Harari | 07/07/2025 | |
**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) | Each share of Series D-1 preferred stock, Series D-2 preferred stock, Series E preferred stock, Series F-1 preferred stock, Series F-2 preferred stock, Series G preferred stock, Series G-1 preferred stock, and Series H preferred stock automatically converted into approximately 0.3003 shares of common stock of the Issuer upon the closing of the initial public offering of the Issuer. The number of shares reported herein gives effect to a 1-for-3.33 reverse stock split of the common stock of the Issuer effected by the Issuer on July 2, 2025 in connection with its initial public offering. |
(2) | The securities are held by the Harari Family Trust, for which the Reporting Person, together with his wife, are trustees. |
(3) | The securities are held by Harari 2010 Children Remainder Trust - MHG, for which the Reporting Person, together with his wife, are trustees. |
(4) | The securities are held by Harari 2010 Children Remainder Trust - DAH, for which the Reporting Person, together with his wife, are trustees. |