Form 4 for RPC Ridgepost Capital, Inc.
Accepted 2023-12-04 00:00:00 ET · period of report 2023-11-07 · accession 0000950170-23-067872 · 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| D | 2023-12-04 | 2023-11-07 | RPC | Feinglass Michael | 10%, See Remarks | C - Cnv Deriv | — | +457.5K | 457.5K | New | — |
| DM | 2023-12-04 | 2023-11-30+ | RPC | Feinglass Michael | 10%, See Remarks | S - Sale | $10.12 | -30.0K | 447.5K | -6% | -$303.6K |
| D | 2023-12-04 | 2023-11-07 | RPC | Feinglass Michael | 10%, See Remarks | C - Cnv Deriv | — | -457.5K | 457.5K | -50% | — |
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 | 2023-11-07 | C | A | 457,496 | — | 457,496 | D | — | — | (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 ClassB 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 havebeen 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 outstandingshares of Common Stock, and (iii) upon the tenth anniversary of the effective date of the Charter. On November 7, 2023, the Reporting Person elected to convert 457,496 shares of Class B Common Stock into an equivalent number of shares of Class A Common Stock. |
| 2 | Common | Class A Common Stock | 2023-12-01 | S | D | 20,000 | $10.13 | 427,496 | D | — | — | (F4) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.11 to $10.14, 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 footnotes to this Form 4. |
| 3 | Common | Class A Common Stock | 2023-11-30 | S | D | 10,000 | $10.10 | 447,496 | D | — | — | (F3) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.10 to $10.11, 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 footnotes to this Form 4. |
| 4 | Derivative | Class B Common Stock | 2023-11-07 | C | D | 457,496 | — | 457,497 | D | — · — to — | 457,496 Class A Common Stock | (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 ClassB 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 havebeen 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 outstandingshares of Common Stock, and (iii) upon the tenth anniversary of the effective date of the Charter. On November 7, 2023, the Reporting Person elected to convert 457,496 shares of Class B Common Stock into an equivalent number of shares of Class A Common Stock. |