Form 4 for RPC Ridgepost Capital, Inc.
Accepted 2023-12-01 00:00:00 ET · period of report 2023-11-27 · accession 0000950170-23-067421 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DI | 2023-12-01 | 2023-11-28 | RPC | Poston Edwin A. | Dir, See Remarks | S - Sale | $9.66 | -18.6K | 0 | -100% | -$179.6K |
| DI | 2023-12-01 | 2023-11-27 | RPC | Poston Edwin A. | Dir, See Remarks | C - Cnv Deriv | — | +18.6K | 18.6K | New | — |
| DI | 2023-12-01 | 2023-11-27 | RPC | Poston Edwin A. | Dir, See Remarks | C - Cnv Deriv | $0.00 | -18.6K | 155.2K | -11% | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Class A Common Stock | 2023-11-28 | S | D | 18,595 | $9.66 | 0 | I By TrueBridge Ascent LLC | — | — | (F4) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $9.65 to $9.67, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 4. (F3) Represents securities of the Issuer owned directly by TrueBridge Ascent LLC ("TrueBridge LLC"). Mr. Poston, as manager of TrueBridge LLC, may be deemed to beneficially own the securities of the Issuer owned directly by TrueBridge LLC. |
| 2 | Common | Class A Common Stock | 2023-11-27 | C | A | 18,595 | — | 18,595 | I By TrueBridge Ascent LLC | — | — | (F1) Holders of Class B Common Stock may elect to convert such shares on a one-for-one basis into Class A Common Stock at any time. After a Sunset (as defined below) becomes effective, each share of Class B Common Stock will automatically convert into Class A Common Stock. (F2) Continued from Footnote 1: A "Sunset" is triggered by any of the earlier of the following: (i) the Sunset Holders (as defined in the amended and restated certificate of incorporation of the Issuer (the "Charter")) cease to maintain direct or indirect beneficial ownership of 10% of the outstanding shares of Class A Common Stock (determined assuming all outstanding shares of Class B Common Stock have been converted into Class A Common Stock), (ii) the Sunset Holders collectively cease to maintain direct or indirect beneficial ownership of at least 25% of the aggregate voting power of the outstanding shares of Common Stock, and (iii) upon the tenth anniversary of the effective date of the Charter. On November 27, 2023, the Reporting Person elected to convert 18,595 shares of Class B Common Stock held directly by TrueBridge LLC, and on November 28, 2023, the Reporting Person direct the sale of the corresponding 18,595 shares of Class A Common Stock received following such conversion. (F3) Represents securities of the Issuer owned directly by TrueBridge Ascent LLC ("TrueBridge LLC"). Mr. Poston, as manager of TrueBridge LLC, may be deemed to beneficially own the securities of the Issuer owned directly by TrueBridge LLC. |
| 3 | Derivative | Class B Common Stock | 2023-11-27 | C | D | 18,595 | $0.00 | 155,175 | I By TrueBridge Ascent LLC | — · — to — | 18,595 Classs A Common Stock | (F3) Represents securities of the Issuer owned directly by TrueBridge Ascent LLC ("TrueBridge LLC"). Mr. Poston, as manager of TrueBridge LLC, may be deemed to beneficially own the securities of the Issuer owned directly by TrueBridge LLC. (F1) Holders of Class B Common Stock may elect to convert such shares on a one-for-one basis into Class A Common Stock at any time. After a Sunset (as defined below) becomes effective, each share of Class B Common Stock will automatically convert into Class A Common Stock. (F2) Continued from Footnote 1: A "Sunset" is triggered by any of the earlier of the following: (i) the Sunset Holders (as defined in the amended and restated certificate of incorporation of the Issuer (the "Charter")) cease to maintain direct or indirect beneficial ownership of 10% of the outstanding shares of Class A Common Stock (determined assuming all outstanding shares of Class B Common Stock have been converted into Class A Common Stock), (ii) the Sunset Holders collectively cease to maintain direct or indirect beneficial ownership of at least 25% of the aggregate voting power of the outstanding shares of Common Stock, and (iii) upon the tenth anniversary of the effective date of the Charter. On November 27, 2023, the Reporting Person elected to convert 18,595 shares of Class B Common Stock held directly by TrueBridge LLC, and on November 28, 2023, the Reporting Person direct the sale of the corresponding 18,595 shares of Class A Common Stock received following such conversion. |