07/08/2025 | Press release | Distributed by Public on 07/08/2025 19:48
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 | ||||||||
Performance Stock Unit | (1) | 07/07/2025 | A | 479,616 | (2) | (2) | Class A Common Stock | 479,616 | $ 0 | 479,616 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Baer Matt 1 MONTGOMERY ST. SAN FRANCISCO, CA 94104 |
X | Chief Executive Officer |
/s/ Casey O'Connor, Attorney-in-Fact for Matthew Baer | 07/08/2025 | |
**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 Performance Stock Unit ("PSU") represents a contingent right to receive one share of the Issuer's Class A Common Stock. |
(2) | The PSUs are eligible to vest in 4 equal tranches, each upon achievement of stock price targets of $5.00, $6.50, $8.00, and $10.00 during a 4-year period following the grant date. Performance conditions are achieved when the Issuer's closing stock price is at or above specified stock price targets for 30 consecutive trading days. Once a performance condition is achieved, 1/3 of the corresponding tranche vests on the achievement date, 1/3 on the 1st anniversary of achievement, and 1/3 on the 2nd anniversary of achievement. Notwithstanding the foregoing, all shares subject to achieved tranches that have not yet vested will automatically vest on the 4th anniversary of the grant date, and any tranches for which the performance condition has not been achieved by such date will be forfeited. The stock price targets are subject to adjustment for stock splits or other capital adjustments. Vesting of all shares is subject to Mr. Baer's continued service through each applicable vesting date. |