Form 4 for RPC Ridgepost Capital, Inc.

Accepted 2025-02-07 00:00:00 ET · period of report 2025-02-05 · accession 0000950170-25-016162 · 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	2025-02-07	2025-02-05	RPC	Williams Mel	See remarks	C - Cnv Deriv	—	+4.29M	4.29M	New	—
DI	2025-02-07	2025-02-05	RPC	Williams Mel	See remarks	C - Cnv Deriv	—	-4.29M	4.29M	-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	2025-02-05	C	A	4,294,857	—	4,294,857	I The Mel Williams Irrevocable Trust u/a/d August 12, 2015	—	—	(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 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 February 5, 2025, The Mel Williams Irrevocable Trust u/a/d August 12, 2015 (The "Mel Trust") converted 4,294,857 shares of Class B Common Stock into an equivalent number of shares of Class A Common Stock.
2	Derivative	Class B Common Stock	2025-02-05	C	D	4,294,857	—	4,294,856	I The Mel Williams Irrevocable Trust u/a/d August 12, 2015	— · — to —	4,294,857 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. (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 February 5, 2025, The Mel Williams Irrevocable Trust u/a/d August 12, 2015 (The "Mel Trust") converted 4,294,857 shares of Class B Common Stock into an equivalent number of shares of Class A Common Stock. (F3) Represents securities of the Issuer owned directly by the Mel Trust. Alliance Trust Company, as trustee of the Mel Trust, may be deemed to beneficially own the securities of the Issuer owned directly by the Mel Trust. 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.