Instacart - Maplebear Inc.
10/22/2024 | Press release | Distributed by Public on 10/22/2024 19:39
Statement of Changes in Beneficial Ownership - Form 4
Ownership Submission
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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(e.g., puts, calls, warrants, options, convertible securities)
| 1. Title of Derivate Security | 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 | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security | 8. Price of Derivative Security | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) | 11. Nature of Indirect Beneficial Ownership |
| Code | V | (A) | (D) | Date Exercisable | Expriation Date | Title | Amount or Number of Shares |
Reporting Owners
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Mehta Apoorva C/O 314 LYTTON AVE PALO ALTO, CA94301 |
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Signatures
| /s/ Apoorva Mehta | 2024-10-22 |
| **Signature of Reporting Person | Date |
Explanation of Responses:
| (*) | If the form is filed by more than one reporting person, see Instruction 5(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) | 21,273,560 shares of common stock of the issuer (the "Shares") are held by The Apoorva Mehta Revocable Trust, dated June 20, 2018, of which the reporting person is trustee and has sole voting and dispositive power, and 1,136,191 Shares are held by AM Investment Holdings LLC (the "LLC"), which is beneficially owned by the reporting person and over which the reporting person has sole voting and dispositive power. |
| (2) | On October 18, 2024, the reporting person, through the LLC, entered into a prepaid variable forward sale contract with an unaffiliated third-party purchaser. The contract obligates the LLC to deliver to the purchaser, at the LLC's election, up to an aggregate of 1,136,191 Shares or an equivalent amount of cash based on the market price of the Shares on the relevant maturity date, over the course of the maturity dates of the contract (occurring in three approximately equal components on October 20, 21 and 22, 2025). In exchange for assuming this obligation, the LLC received a cash payment of $32,651,061.62. The LLC pledged 1,136,191 Shares (the "Pledged Shares") to secure its obligations under the contract, and retained dividend and voting rights in the Pledged Shares during the term of the pledge, subject to certain payments the LLC may need to make to the purchaser with respect to certain dividends under the terms of the contract. |
| (3) | The number of Shares to be delivered to the purchaser (or on which to base the amount of cash to be delivered to the purchaser) on the maturity dates is to be determined as follows: (a) if the volume-weighted average price of the Shares on the relevant valuation date for the applicable component as determined under the contract (each, a "Settlement Price") is less than or equal to $30.0689 per share (the "Floor Price"), the LLC will deliver to the purchaser all of the Pledged Shares for the applicable component; (b) if such Settlement Price is greater than the Floor Price but less than or equal to $56.2718 (the "Cap Price"), the LLC will deliver to the purchaser a number of Shares equal to the product of (i) the number of Pledged Shares for the applicable component and (ii) a fraction, the numerator of which is the Floor Price and the denominator of which is such Settlement Price; and (c) if such Settlement Price is greater than the Cap Price, |
| (4) | (Continued from footnote 3) the LLC will deliver to the purchaser a number of Shares equal to the product of (i) the number of Pledged Shares for the applicable component and (ii) a fraction, the numerator of which is the Floor Price plus the excess of such Settlement Price over the Cap Price and the denominator of which is such Settlement Price. |
| (5) | The reporting person is the beneficial owner of, and has sole voting and dispositive power over, the LLC. |
| (6) | Fully vested. |