09/26/2025 | Press release | Distributed by Public on 09/26/2025 19:55
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) | 09/24/2025 | A | 228,471(2) | (3) | (3) | Common Stock | 228,471 | $ 0 | 228,471 | D | ||||
Restricted Stock Units | (1) | 09/24/2025 | A | 46,053(4) | (3) | (3) | Common Stock | 46,053 | $ 0 | 46,053 | D | ||||
Restricted Stock Units | (1) | 09/24/2025 | A | 251,826(5) | (6) | (6) | Common Stock | 251,826 | $ 0 | 251,826 | D | ||||
Restricted Stock Units | (1) | 09/24/2025 | A | 45,507(7) | (8) | (8) | Common Stock | 45,507 | $ 0 | 45,507 | D | ||||
Restricted Stock Units | (1) | 09/24/2025 | A | 125,913(9) | (10) | (10) | Common Stock | 125,913 | $ 0 | 125,913 | D | ||||
Restricted Stock Units | (1) | 09/24/2025 | A | 251,826(11) | (12) | (12) | Common Stock | 251,826 | $ 0 | 251,826 | D | ||||
Restricted Stock Units | (1) | 09/24/2025 | A | 48,540(13) | (14) | (14) | Common Stock | 48,540 | $ 0 | 48,540 | D | ||||
Restricted Stock Units | (1) | 09/24/2025 | A | 227,541(15) | (16) | (16) | Common Stock | 227,541 | $ 0 | 227,541 | D | ||||
Restricted Stock Units | (1) | 09/24/2025 | A | 49,086(17) | (18) | (18) | Common Stock | 49,086 | $ 0 | 49,086 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Coleman Jordan S. C/O KODIAK AI, INC. 1049 TERRA BELLA AVENUE MOUNTAIN VIEW, CA 94043 |
Chief Legal and Policy Officer |
/s/ Bobby Brown, by power of attorney | 09/26/2025 | |
**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) | These securities are restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of Common Stock. |
(2) | The original Form 4 filed September 24, 2025 (the "Original Form 4") erroneously reported the grant of 665,019 RSUs. The number of RSUs actually granted was 228,471. |
(3) | The RSUs are subject to both (1) a performance-based vesting condition which will be satisfied as to 1/3rd of the RSUs if the Issuer's Common Stock achieves a price per share, for any period of 20 trading days out of 30 consecutive trading days occurring prior to the earlier of (i) September 24, 2029, or (ii) a change of control, that equals or exceeds the following thresholds, respectively: $18.00, $23.00 and $28.00 and (2) a service-based vesting condition, satisfied on substantially the same terms as the option vesting schedule described in footnote (3) the Original Form 4, subject to the Reporting Person continuing as a service provider through each such date. |
(4) | The original Form 4 filed September 24, 2025 (the "Original Form 4") erroneously reported the grant of 134,055 RSUs. The number of RSUs actually granted was 46,053. |
(5) | The original Form 4 filed September 24, 2025 (the "Original Form 4") erroneously reported the grant of 732,996 RSUs. The number of RSUs actually granted was 251,826. |
(6) | The RSUs are subject to both (1) a performance-based vesting condition which will be satisfied as to 1/3rd of the RSUs if the Issuer's Common Stock achieves a price per share, for any period of 20 trading days out of 30 consecutive trading days occurring prior to the earlier of (i) September 24, 2029, or (ii) a change of control, that equals or exceeds the following thresholds, respectively: $18.00, $23.00 and $28.00 and (2) a service-based vesting condition, satisfied on substantially the same terms as the option vesting schedule described in footnote (5) the Original Form 4. |
(7) | The original Form 4 filed September 24, 2025 (the "Original Form 4") erroneously reported the grant of 132,461 RSUs. The number of RSUs actually granted was 45,507. |
(8) | The RSUs are subject to both (1) a performance-based vesting condition which will be satisfied as to 1/3rd of the RSUs if the Issuer's Common Stock achieves a price per share, for any period of 20 trading days out of 30 consecutive trading days occurring prior to the earlier of (i) September 24, 2029, or (ii) a change of control, that equals or exceeds the following thresholds, respectively: $18.00, $23.00 and $28.00 and (2) a service-based vesting condition, satisfied on substantially the same terms as the option vesting schedule described in footnote (6) the Original Form 4. |
(9) | The original Form 4 filed September 24, 2025 (the "Original Form 4") erroneously reported the grant of 366,498 RSUs. The number of RSUs actually granted was 125,913. |
(10) | The RSUs are subject to both (1) a performance-based vesting condition which will be satisfied as to 1/3rd of the RSUs if the Issuer's Common Stock achieves a price per share, for any period of 20 trading days out of 30 consecutive trading days occurring prior to the earlier of (i) September 24, 2029, or (ii) a change of control, that equals or exceeds the following thresholds, respectively: $18.00, $23.00 and $28.00 and (2) a service-based vesting condition, satisfied on substantially the same terms as the option vesting schedule described in footnote (7) the Original Form 4. |
(11) | The original Form 4 filed September 24, 2025 (the "Original Form 4") erroneously reported the grant of 732,996 RSUs. The number of RSUs actually granted was 251,826. |
(12) | The RSUs are subject to both (1) a performance-based vesting condition which will be satisfied as to 1/3rd of the RSUs if the Issuer's Common Stock achieves a price per share, for any period of 20 trading days out of 30 consecutive trading days occurring prior to the earlier of (i) September 24, 2029, or (ii) a change of control, that equals or exceeds the following thresholds, respectively: $18.00, $23.00 and $28.00 and (2) a service-based vesting condition, satisfied on substantially the same terms as the option vesting schedule described in footnote (8) the Original Form 4. |
(13) | The original Form 4 filed September 24, 2025 (the "Original Form 4") erroneously reported the grant of 141,293 RSUs. The number of RSUs actually granted was 48,540. |
(14) | The RSUs are subject to both (1) a performance-based vesting condition which will be satisfied as to 1/3rd of the RSUs if the Issuer's Common Stock achieves a price per share, for any period of 20 trading days out of 30 consecutive trading days occurring prior to the earlier of (i) September 24, 2029, or (ii) a change of control, that equals or exceeds the following thresholds, respectively: $18.00, $23.00 and $28.00 and (2) a service-based vesting condition, satisfied on substantially the same terms as the option vesting schedule described in footnote (9) the Original Form 4. |
(15) | The original Form 4 filed September 24, 2025 (the "Original Form 4") erroneously reported the grant of 662,311 RSUs. The number of RSUs actually granted was 227,541. |
(16) | The RSUs are subject to both (1) a performance-based vesting condition which will be satisfied as to 1/3rd of the RSUs if the Issuer's Common Stock achieves a price per share, for any period of 20 trading days out of 30 consecutive trading days occurring prior to the earlier of (i) September 24, 2029, or (ii) a change of control, that equals or exceeds the following thresholds, respectively: $18.00, $23.00 and $28.00 and (2) a service-based vesting condition, satisfied on substantially the same terms as the option vesting schedule described in footnote (10) the Original Form 4. |
(17) | The original Form 4 filed September 24, 2025 (the "Original Form 4") erroneously reported the grant of 142,878 RSUs. The number of RSUs actually granted was 49,086. |
(18) | The RSUs are subject to both (1) a performance-based vesting condition which will be satisfied as to 1/3rd of the RSUs if the Issuer's Common Stock achieves a price per share, for any period of 20 trading days out of 30 consecutive trading days occurring prior to the earlier of (i) September 24, 2029, or (ii) a change of control, that equals or exceeds the following thresholds, respectively: $18.00, $23.00 and $28.00 and (2) a service-based vesting condition, satisfied on substantially the same terms as the option vesting schedule described in footnote (11) the Original Form 4. |