05/05/2026 | Press release | Distributed by Public on 05/05/2026 17:24
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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) | ||
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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 | (2) | 05/02/2026 | M | 125(1) | (4) | (4) | Common Stock | 125 | $ 0 | 125 | D | ||||
| Restricted Stock Units | (2) | 05/02/2026 | M | 1,111 | (5) | (5) | Common Stock | 1,111 | $ 0 | 4,814 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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CARROSINO MICHAEL C/O IP STRATEGY HOLDINGS, INC. 9668 BUJACICH ROAD GIG HARBOR, WA 98332 |
EVP of Finance & CFO | |||
| /s/ Justin B. Stiefel, attorney-in-fact for Michael Carrosino | 05/05/2026 | |
| **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) | All share amounts in this Form 4 reflect a 1-for-20 reverse stock split effected on April 23, 2026. |
| (2) | Each restricted stock unit ("RSU") represents a contingent right to receive one share of the issuer's common stock. |
| (3) | The reporting person relinquished the shares of Common Stock reported herein and the issuer cancelled such shares and returned them to issuer's treasury in exchange for remitting certain tax withholding obligations of the reporting person resulting from the vesting of the RSUs. As such, no shares of the issuer were sold by the reporting person. |
| (4) | Of the RSUs granted on October 1, 2025, 125 units were vested as of September 1, 2025. The remaining 500 units vest in equal quarterly installments over twelve (12) months beginning September 1, 2025, of which 375 units vested and settled on February 2, 2026. The remaining units vest in equal installments on May 2, 2026 and August 2, 2026, subject to continued service. |
| (5) | The RSUs vest over an eighteen (18) month period beginning December 10, 2025, with two (2) months of service-based vesting satisfied as of February 2, 2026. The remaining units vest in equal installments on May 2, 2026, August 2, 2026, November 2, 2026, and February 2, 2027, subject to continued service. |