Form 4 for DRCT Direct Digital Holdings, Inc.
Accepted 2023-12-07 00:00:00 ET · period of report 2023-12-05 · accession 0001104659-23-124376 · 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 | 2023-12-07 | 2023-12-05 | DRCT | Walker Mark D | COB, CEO, Dir, 10% | C - Cnv Deriv | — | +200.0K | 200.0K | New | — |
| DI | 2023-12-07 | 2023-12-05 | DRCT | Walker Mark D | COB, CEO, Dir, 10% | C - Cnv Deriv | $0.00 | -200.0K | 5.49M | -4% | $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 | 2023-12-05 | C | A | 200,000 | — | 200,000 | I By AJN Energy & Transport Ventures, LLC | — | — | (F1) Pursuant to the Second Amended and Restated Limited Liability Company Agreement of Direct Digital Holdings, LLC, dated as of February 15, 2022, Class A Common Units (as defined therein) held by the Reporting Person (indirectly through the Reporting Person's ownership interest in Direct Digital Management, LLC) are exchangeable for shares of Class A Common Stock on a one-for-one basis, subject to certain exceptions, conditions and adjustments. The Class A Common Units have no expiration date. At the time of any such exchange, an equal number of shares of Class B Common Stock of the Issuer held by the Reporting Person, which have no economic value and entitle holders thereof to one vote per share on all matters on which stockholders of the Issuer are entitled to vote generally, are cancelled. (F2) Upon receipt of the securities converted from Table II, Direct Digital Management, LLC distributed 200,000 shares of Class A Common Stock to one of its members, AJN Energy & Transport Ventures, LLC, for no consideration. The Reporting Person, as owner of AJN Energy & Transport Ventures, LLC and a Managing Partner of Direct Digital Management, LLC, may be deemed to have beneficial ownership of the securities directly held by AJN Energy & Transport Ventures, LLC and Direct Digital Management, LLC. |
| 2 | Derivative | Class A Common Units of Direct Digital Holdings LLC | 2023-12-05 | C | D | 200,000 | $0.00 | 5,489,000 | I By Direct Digital Management, LLC | — · — to — | 200,000 Class A Common Stock, par value $0.001 per share | (F1) Pursuant to the Second Amended and Restated Limited Liability Company Agreement of Direct Digital Holdings, LLC, dated as of February 15, 2022, Class A Common Units (as defined therein) held by the Reporting Person (indirectly through the Reporting Person's ownership interest in Direct Digital Management, LLC) are exchangeable for shares of Class A Common Stock on a one-for-one basis, subject to certain exceptions, conditions and adjustments. The Class A Common Units have no expiration date. At the time of any such exchange, an equal number of shares of Class B Common Stock of the Issuer held by the Reporting Person, which have no economic value and entitle holders thereof to one vote per share on all matters on which stockholders of the Issuer are entitled to vote generally, are cancelled. |