Form 4 for RPC Ridgepost Capital, Inc.
Accepted 2024-12-19 00:00:00 ET · period of report 2024-12-17 · accession 0000950170-24-138518 · 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 | 2024-12-19 | 2024-12-17 | RPC | Poston Edwin A. | Dir, See remarks | C - Cnv Deriv | — | +869.4K | 869.4K | New | — |
| DI | 2024-12-19 | 2024-12-17 | RPC | Poston Edwin A. | Dir, See remarks | C - Cnv Deriv | — | -869.4K | 7.82M | -10% | — |
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 | 2024-12-17 | C | A | 869,441 | — | 869,441 | I By TrueBridge Colonial Fund | — | — | (F2) Continued from footnote 2: 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 December 17, 2024, TrueBridge Colonial Fund converted 869,441 shares of Class B Common Stock into an equivalent number of shares of 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 Class B Common Stock will automatically convert into Class A Common Stock. (F3) Represents securities of the Issuer owned directly by TrueBridge Colonial Fund. First Republic Trust Company of Delaware, as trustee of the TrueBridge Colonial Fund, may be deemed to be deemed to beneficially own the securities of the Issuer owned directly by TrueBridge Colonial Fund. The Reporting Person disclaims beneficial ownership of the securities of the Issuer reported herein, except to the extent of his pecuniary interest therein, and the filing of this Form 4 shall not be construed as an admission that the Reporting Person is a beneficial owner of the securities of the Issuer reported herein. |
| 2 | Derivative | Class B Common Stock | 2024-12-17 | C | D | 869,441 | — | 7,824,968 | I By TrueBridge Colonial Fund | — · — to — | 869,441 Class A Common Stock | (F2) Continued from footnote 2: 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 December 17, 2024, TrueBridge Colonial Fund converted 869,441 shares of Class B Common Stock into an equivalent number of shares of 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 Class B Common Stock will automatically convert into Class A Common Stock. (F3) Represents securities of the Issuer owned directly by TrueBridge Colonial Fund. First Republic Trust Company of Delaware, as trustee of the TrueBridge Colonial Fund, may be deemed to be deemed to beneficially own the securities of the Issuer owned directly by TrueBridge Colonial Fund. The Reporting Person disclaims beneficial ownership of the securities of the Issuer reported herein, except to the extent of his pecuniary interest therein, and the filing of this Form 4 shall not be construed as an admission that the Reporting Person is a beneficial owner of the securities of the Issuer reported herein. |