Form 4 for GDYN GRID DYNAMICS HOLDINGS, INC.

Accepted 2021-10-19 00:00:00 ET · period of report 2021-10-15 · accession 0001209191-21-061001 · 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
I	2021-10-19	2021-10-15	GDYN	Klimoff Stan	Chief Strategy Off	J - Other	$10.19	+625	84.1K	+0.7%	+$6,369

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	Common Stock	2021-10-15	J	A	625	$10.19	84,084	I See footnote	—	—	(F1) On October 15, 2021, the Reporting Person received these shares of the Issuer's common stock pursuant to an "earn-out" provision in Section 2.19(e)(ii) of that certain Agreement and Plan of Merger (the "Merger Agreement") dated as of November 13, 2019 by and among the Issuer and the parties listed in the Merger Agreement. (F2) (continuation from footnote 1) The Merger Agreement provided that if, after preparing the "Closing Statement" required by the Merger Agreement, the "Post-Closing Adjustment" (which generally relates to cash accounts, working capital and indebtedness at the "Closing Date") was a positive number, the Issuer would be required to issue that number of new shares of common stock of the Issuer equal to the Post-Closing Adjustment divided by the "Parent Stock Signing Price" (i.e. $10.19), and to deposit such shares with the "Exchange Agent" for distribution to the "Shareholders" in accordance with their "Shareholder Pro Rata Shares" (as each such term is defined in the Merger Agreement), for no additional consideration. (F3) (continuation from footnote 2) The Reporting Person's right to receive such additional shares in a non-market manner for no additional consideration became fixed and irrevocable on March 5, 2020, the effective date of the merger. Accordingly, by law, the date of acquisition of such earn-out shares for purposes of Section 16(b) is March 5, 2020, the effective date of the merger. (F4) The shares are held of record by the O. Fox Charitable Trust for which the Reporting Person serves as trustee.