Form 4 for OKLO Oklo Inc.
Accepted 2024-05-13 00:00:00 ET · period of report 2024-05-09 · accession 0001104659-24-060608 · 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 | 2024-05-13 | 2024-05-09 | OKLO | Altman Samuel H. | Dir | A - Grant | — | +3.15M | 3.15M | New | — |
| DI | 2024-05-13 | 2024-05-09 | OKLO | Altman Samuel H. | Dir | A - Grant | — | +581.1K | 581.1K | New | — |
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 | 2024-05-09 | A | A | 3,151,379 | — | 3,151,379 | I By Hydrazine Capital II, L.P. | — | — | (F1) Represents securities received as part of the Issuer's business combination, in connection with that certain Agreement and Plan of Merger and Reorganization, dated as of July 11, 2023 (the "Merger Agreement"), by and between the Issuer (formerly AltC Acquisition Corp.), AltC Merger Sub, Inc., and Oklo Inc. ("Legacy Oklo") pursuant to which shares of common stock of Legacy Oklo automatically converted into the right to receive (i) cash and Class A Common Stock of the Issuer and (ii) the right to receive Earnout Shares (as defined below). (F2) The Reporting Person has sole voting and investment power over the shares held by Hydrazine Capital II, L.P. and therefore may be deemed to share beneficial ownership over such shares. |
| 2 | Derivative | Earnout Rights | 2024-05-09 | A | A | 581,131 | — | 581,131 | I By Hydrazine Capital II, L.P. | — · — to — | 581,131 Class A Common Stock | (F1) Represents securities received as part of the Issuer's business combination, in connection with that certain Agreement and Plan of Merger and Reorganization, dated as of July 11, 2023 (the "Merger Agreement"), by and between the Issuer (formerly AltC Acquisition Corp.), AltC Merger Sub, Inc., and Oklo Inc. ("Legacy Oklo") pursuant to which shares of common stock of Legacy Oklo automatically converted into the right to receive (i) cash and Class A Common Stock of the Issuer and (ii) the right to receive Earnout Shares (as defined below). (F2) The Reporting Person has sole voting and investment power over the shares held by Hydrazine Capital II, L.P. and therefore may be deemed to share beneficial ownership over such shares. (F3) Each earnout right represents a contingent right to receive one share of the Issuer's Class A Common Stock (each, an "Earnout Share") upon the satisfaction of certain price thresholds. Pursuant to an "earnout" provision in the Merger Agreement, the Earnout Shares may be issued in three separate tranches based upon (A) the closing sale price of one share of the Issuer's Class A Common Stock for any twenty trading days within any sixty consecutive trading day period within the five-year period following the closing of the Issuer's business combination or (B) if the Issuer undergoes a Change in Control (as defined in the Merger Agreement), the price per share received by stockholders of the Issuer in such Change in Control transaction. |