07/15/2025 | Press release | Distributed by Public on 07/15/2025 19:00
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 | ||||||||
12% Convertible Senior Note due 2029 | (1) | 07/10/2025 | P | $5,000,000 | (2) | (2) | Common Stock | 2,793,296 | $5,000,000 | $5,000,000 | I | See Footnote(3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Rodgers Thurman J C/O COMPLETE SOLARIA, INC. 45700 NORTHPORT LOOP EAST FREEMONT, CA 94538 |
X | X | Chief Executive Officer |
/s/ Michael Penney, Attorney-in-Fact for Thurman J. Rodgers | 07/15/2025 | |
**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) | The conversion rate for the 12% Convertible Senior Note due 2029 (the "Convertible Note") is equal to 558.6592 shares of common stock per $1,000 principal amount of the Convertible Note, subject to adjustment in accordance with the terms of the Convertible Note. |
(2) | The Convertible Note matures on July 1, 2029, unless earlier converted or repurchased. The Reporting Person may convert all or any portion of the Convertible Note prior to the close of business on the business day immediately preceding the maturity date. |
(3) | The Convertible Note is held by the Rodgers Massey Revocable Trust, for which the Reporting Person and his spouse serve as trustees. |