03/17/2026 | Press release | Distributed by Public on 03/17/2026 14:48
|
FORM 4
|
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 |
|
|
|||||||||||||||||||||||||||||
|
|||||||||||||||||||||||||||||
| 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) |
||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Convertible Note(1) | $2.5 | 03/13/2026 | P | $15,000,000 | 03/13/2026(1) | 03/13/2031 | Common Stock | $6,000,000 | (1) | $15,000,000 | I | By LLC(2) | |||
| Common Stock Purchase Warrant(1) | $0.125 | 03/13/2026 | P | 5,500,000 | 03/13/2026(1) | 03/13/2036 | Common Stock | 5,500,000 | (1) | 5,500,000 | I | By LLC(2) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
|
Schwab Charles R. C/O LOCAL BOUNTI CORPORATION 490 FOLEY LANE HAMILTON, MT 59840 |
X | |||
| /s/ Charles R. Schwab | 03/17/2026 | |
| **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) | On March 13, 2026, U.S. Bounti, LLC ("U.S. Bounti") and Local Bounti Corporation (the "Issuer") entered into an agreement (the "Purchase Agreement") under which U.S. Bounti purchased from the Issuer, for a combined purchase price of $15 million, (i) a convertible note with an initial principal balance of $15 million (the "Note") and (ii) a warrant (the "Warrant") pursuant to which U.S. Bounti has the right to purchase and acquire 5,500,000 shares of the Issuer's common stock, par value $0.0001 per share ("Common Stock"). Pursuant to the Purchase Agreement, U.S. Bounti will not have the right to receive, upon conversion of the Note or exercise of the Warrant, any shares of Common Stock if the issuance of such shares would exceed 222,241. Such limitation will not apply after stockholder approval is obtained and deemed effective, as required by the New York Stock Exchange. The Issuer is required to seek such stockholder approval at a stockholder meeting no later than June 30, 2026. |
| (2) | Securities held by U.S. Bounti, LLC. |