InsiderTrades

Form 4 for BURU Nuburu, Inc.

Accepted 2023-02-02 00:00:00 ET · period of report 2023-01-31 · accession 0001209191-23-006161 · 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
DM 2023-02-02 2023-01-31 BURU Anzu Partners LLC Dir, 10% A - Grant — +18.35M 121.4K New —
DM 2023-02-02 2023-01-31 BURU Anzu Partners LLC Dir, 10% A - Grant — +1.08M 24.3K New —

Purchase Sale Sale after option exercise All abbreviations

Every reported transaction

#TableSecurityDateCodeA/DSharesPriceOwned afterOwnExercise / expiryUnderlyingFootnotes
1 Common Common Stock 2023-01-31 A A 147,697 — 147,697 D — — (F5) These securities are owned directly by Anzu Partners LLC, which may be deemed a member of a "group" for purposes of Section 13(d) of the Exchange Act with each of the other Reporting Persons and Mr. Hirsch. (F4) Reflects shares of Common Stock issued upon consummation of the Business Combination as a result of net exercise of certain outstanding warrants to purchase Nuburu Common Stock ("Nuburu Warrants").
2 Common Common Stock 2023-01-31 A A 381,730 — 503,141 D — — (F2) These securities are owned directly by David Seldin, who may be deemed a member of a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with each of the other Reporting Persons and Daniel Hirsch. (F4) Reflects shares of Common Stock issued upon consummation of the Business Combination as a result of net exercise of certain outstanding warrants to purchase Nuburu Common Stock ("Nuburu Warrants").
3 Common Common Stock 2023-01-31 A A 12,141 — 12,141 D — — (F13) These securities are owned directly by Whitney Haring-Smith, who may be deemed a member of a "group" for purposes of Section 13(d) of the Exchange Act with each of the other Reporting Persons and Mr. Hirsch. (F3) Reflects shares of common stock, par value $0.0001 per share, of the Issuer ("Common Stock") issued upon consummation of the Business Combination as a result of conversion of the outstanding principal amount and all accrued and unpaid interest on (the "Conversion Amount") certain convertible promissory notes issued by Nuburu (the "Company Notes") that, immediately prior to the consummation of the Business Combination, automatically converted into a number of shares of common stock, par value $0.0001 per share, of Nuburu ("Nuburu Common Stock") that would, upon consummation of the Business Combination pursuant to the Business Combination Agreement, receive a number of shares of Common Stock equal to (x) the Conversion Amount divided by (y) $8.50.
4 Common Common Stock 2023-01-31 A A 1,851,063 — 1,851,063 D — — (F8) These securities are owned directly by Anzu Nuburu II LLC, which may be deemed a member of a "group" for purposes of Section 13(d) of the Exchange Act with each of the other Reporting Persons and Mr. Hirsch. (F6) Reflects shares of Common Stock issued at the effective time of the Business Combination pursuant to the Business Combination Agreement in exchange for certain outstanding shares of Nuburu Common Stock and preferred stock, par value $0.0001 per share, of Nuburu ("Nuburu Preferred Stock" and, together with Nuburu Common Stock, "Nuburu Equity Securities") pursuant to the Common Stock Exchange Ratio and the Preferred Stock Exchange Ratio (each, as defined in the Business Combination Agreement), respectively.
5 Common Common Stock 2023-01-31 A A 1,521,036 — 1,521,036 D — — (F9) These securities are owned directly by Anzu Nuburu III LLC, which may be deemed a member of a "group" for purposes of Section 13(d) of the Exchange Act with each of the other Reporting Persons and Mr. Hirsch. (F6) Reflects shares of Common Stock issued at the effective time of the Business Combination pursuant to the Business Combination Agreement in exchange for certain outstanding shares of Nuburu Common Stock and preferred stock, par value $0.0001 per share, of Nuburu ("Nuburu Preferred Stock" and, together with Nuburu Common Stock, "Nuburu Equity Securities") pursuant to the Common Stock Exchange Ratio and the Preferred Stock Exchange Ratio (each, as defined in the Business Combination Agreement), respectively.
6 Common Common Stock 2023-01-31 A A 10,127,833 — 10,127,833 D — — (F10) These securities are owned directly by Anzu Nuburu V LLC, which may be deemed a member of a "group" for purposes of Section 13(d) of the Exchange Act with each of the other Reporting Persons and Mr. Hirsch. (F6) Reflects shares of Common Stock issued at the effective time of the Business Combination pursuant to the Business Combination Agreement in exchange for certain outstanding shares of Nuburu Common Stock and preferred stock, par value $0.0001 per share, of Nuburu ("Nuburu Preferred Stock" and, together with Nuburu Common Stock, "Nuburu Equity Securities") pursuant to the Common Stock Exchange Ratio and the Preferred Stock Exchange Ratio (each, as defined in the Business Combination Agreement), respectively.
7 Common Common Stock 2023-01-31 A A 24,282 — 24,282 D — — (F11) These securities are owned directly by CST Global LLC, which may be deemed a member of a "group" for purposes of Section 13(d) of the Exchange Act with each of the other Reporting Persons and Mr. Hirsch. (F4) Reflects shares of Common Stock issued upon consummation of the Business Combination as a result of net exercise of certain outstanding warrants to purchase Nuburu Common Stock ("Nuburu Warrants").
8 Common Common Stock 2023-01-31 A A 103,101 — 103,101 D — — (F12) These securities are owned directly by David & Jennifer Michael Family Ltd Partnership, which may be deemed a member of a "group" for purposes of Section 13(d) of the Exchange Act with each of the other Reporting Persons and Mr. Hirsch. (F6) Reflects shares of Common Stock issued at the effective time of the Business Combination pursuant to the Business Combination Agreement in exchange for certain outstanding shares of Nuburu Common Stock and preferred stock, par value $0.0001 per share, of Nuburu ("Nuburu Preferred Stock" and, together with Nuburu Common Stock, "Nuburu Equity Securities") pursuant to the Common Stock Exchange Ratio and the Preferred Stock Exchange Ratio (each, as defined in the Business Combination Agreement), respectively.
9 Common Common Stock 2023-01-31 A A 30,305 — 178,002 D — — (F5) These securities are owned directly by Anzu Partners LLC, which may be deemed a member of a "group" for purposes of Section 13(d) of the Exchange Act with each of the other Reporting Persons and Mr. Hirsch. (F6) Reflects shares of Common Stock issued at the effective time of the Business Combination pursuant to the Business Combination Agreement in exchange for certain outstanding shares of Nuburu Common Stock and preferred stock, par value $0.0001 per share, of Nuburu ("Nuburu Preferred Stock" and, together with Nuburu Common Stock, "Nuburu Equity Securities") pursuant to the Common Stock Exchange Ratio and the Preferred Stock Exchange Ratio (each, as defined in the Business Combination Agreement), respectively.
10 Common Common Stock 2023-01-31 A A 4,024,512 — 4,024,512 D — — (F7) These securities are owned directly by Anzu Nuburu LLC, which may be deemed a member of a "group" for purposes of Section 13(d) of the Exchange Act with each of the other Reporting Persons and Mr. Hirsch. (F6) Reflects shares of Common Stock issued at the effective time of the Business Combination pursuant to the Business Combination Agreement in exchange for certain outstanding shares of Nuburu Common Stock and preferred stock, par value $0.0001 per share, of Nuburu ("Nuburu Preferred Stock" and, together with Nuburu Common Stock, "Nuburu Equity Securities") pursuant to the Common Stock Exchange Ratio and the Preferred Stock Exchange Ratio (each, as defined in the Business Combination Agreement), respectively.
11 Common Common Stock 2023-01-31 A A 121,411 — 121,411 D — — (F2) These securities are owned directly by David Seldin, who may be deemed a member of a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with each of the other Reporting Persons and Daniel Hirsch. (F3) Reflects shares of common stock, par value $0.0001 per share, of the Issuer ("Common Stock") issued upon consummation of the Business Combination as a result of conversion of the outstanding principal amount and all accrued and unpaid interest on (the "Conversion Amount") certain convertible promissory notes issued by Nuburu (the "Company Notes") that, immediately prior to the consummation of the Business Combination, automatically converted into a number of shares of common stock, par value $0.0001 per share, of Nuburu ("Nuburu Common Stock") that would, upon consummation of the Business Combination pursuant to the Business Combination Agreement, receive a number of shares of Common Stock equal to (x) the Conversion Amount divided by (y) $8.50.
12 Derivative Series A Preferred Stock 2023-01-31 A A 12,141 — 12,141 D $5.00 · 2023-01-31 to — 24,282 Common Stock (F13) These securities are owned directly by Whitney Haring-Smith, who may be deemed a member of a "group" for purposes of Section 13(d) of the Exchange Act with each of the other Reporting Persons and Mr. Hirsch. (F16) Reflects shares of Preferred Stock that were issued to certain holders of record of Nuburu Common Stock as of the close of business on the closing date of the Business Combination, with one share of Preferred Stock issued in respect of each share of Common Stock. (F14) The Series A Preferred Stock, par value $0.0001 per share, of the Issuer ("Preferred Stock") is convertible into shares of Common Stock at a conversion rate equal to $10.00 (subject to equitable adjustment in the event of a stock split, stock consolidation, subdivision or certain other events of a similar nature that increase or decrease the number of shares of Preferred Stock outstanding) divided by the lesser of (i) $11.50 and (ii) the greater of (x) 115% of the lowest volume weighted average price per share of Common Stock as displayed under the heading Bloomberg VWAP for any consecutive ninety-trading day period prior to the calculation of such VWAP and (y) $5.00, in each case subject to adjustment as set forth in the Certificate of Designations of the Preferred Stock (the "Certificate of Designations"). (F15) The Preferred Stock has no expiration date. Pursuant to the Certificate of Designation and subject to certain limitations detailed therein, on January 31, 2025, the Issuer is required to either redeem the Preferred Stock for cash or convert the Preferred Stock to shares of Common Stock.
13 Derivative Series A Preferred Stock 2023-01-31 A A 244,414 — 244,414 D $5.00 · 2023-01-31 to — 488,828 Common Stock (F10) These securities are owned directly by Anzu Nuburu V LLC, which may be deemed a member of a "group" for purposes of Section 13(d) of the Exchange Act with each of the other Reporting Persons and Mr. Hirsch. (F16) Reflects shares of Preferred Stock that were issued to certain holders of record of Nuburu Common Stock as of the close of business on the closing date of the Business Combination, with one share of Preferred Stock issued in respect of each share of Common Stock. (F14) The Series A Preferred Stock, par value $0.0001 per share, of the Issuer ("Preferred Stock") is convertible into shares of Common Stock at a conversion rate equal to $10.00 (subject to equitable adjustment in the event of a stock split, stock consolidation, subdivision or certain other events of a similar nature that increase or decrease the number of shares of Preferred Stock outstanding) divided by the lesser of (i) $11.50 and (ii) the greater of (x) 115% of the lowest volume weighted average price per share of Common Stock as displayed under the heading Bloomberg VWAP for any consecutive ninety-trading day period prior to the calculation of such VWAP and (y) $5.00, in each case subject to adjustment as set forth in the Certificate of Designations of the Preferred Stock (the "Certificate of Designations"). (F15) The Preferred Stock has no expiration date. Pursuant to the Certificate of Designation and subject to certain limitations detailed therein, on January 31, 2025, the Issuer is required to either redeem the Preferred Stock for cash or convert the Preferred Stock to shares of Common Stock.
14 Derivative Series A Preferred Stock 2023-01-31 A A 44,767 — 44,767 D $5.00 · 2023-01-31 to — 89,534 Common Stock (F8) These securities are owned directly by Anzu Nuburu II LLC, which may be deemed a member of a "group" for purposes of Section 13(d) of the Exchange Act with each of the other Reporting Persons and Mr. Hirsch. (F16) Reflects shares of Preferred Stock that were issued to certain holders of record of Nuburu Common Stock as of the close of business on the closing date of the Business Combination, with one share of Preferred Stock issued in respect of each share of Common Stock. (F14) The Series A Preferred Stock, par value $0.0001 per share, of the Issuer ("Preferred Stock") is convertible into shares of Common Stock at a conversion rate equal to $10.00 (subject to equitable adjustment in the event of a stock split, stock consolidation, subdivision or certain other events of a similar nature that increase or decrease the number of shares of Preferred Stock outstanding) divided by the lesser of (i) $11.50 and (ii) the greater of (x) 115% of the lowest volume weighted average price per share of Common Stock as displayed under the heading Bloomberg VWAP for any consecutive ninety-trading day period prior to the calculation of such VWAP and (y) $5.00, in each case subject to adjustment as set forth in the Certificate of Designations of the Preferred Stock (the "Certificate of Designations"). (F15) The Preferred Stock has no expiration date. Pursuant to the Certificate of Designation and subject to certain limitations detailed therein, on January 31, 2025, the Issuer is required to either redeem the Preferred Stock for cash or convert the Preferred Stock to shares of Common Stock.
15 Derivative Series A Preferred Stock 2023-01-31 A A 97,409 — 97,409 D $5.00 · 2023-01-31 to — 194,818 Common Stock (F7) These securities are owned directly by Anzu Nuburu LLC, which may be deemed a member of a "group" for purposes of Section 13(d) of the Exchange Act with each of the other Reporting Persons and Mr. Hirsch. (F16) Reflects shares of Preferred Stock that were issued to certain holders of record of Nuburu Common Stock as of the close of business on the closing date of the Business Combination, with one share of Preferred Stock issued in respect of each share of Common Stock. (F14) The Series A Preferred Stock, par value $0.0001 per share, of the Issuer ("Preferred Stock") is convertible into shares of Common Stock at a conversion rate equal to $10.00 (subject to equitable adjustment in the event of a stock split, stock consolidation, subdivision or certain other events of a similar nature that increase or decrease the number of shares of Preferred Stock outstanding) divided by the lesser of (i) $11.50 and (ii) the greater of (x) 115% of the lowest volume weighted average price per share of Common Stock as displayed under the heading Bloomberg VWAP for any consecutive ninety-trading day period prior to the calculation of such VWAP and (y) $5.00, in each case subject to adjustment as set forth in the Certificate of Designations of the Preferred Stock (the "Certificate of Designations"). (F15) The Preferred Stock has no expiration date. Pursuant to the Certificate of Designation and subject to certain limitations detailed therein, on January 31, 2025, the Issuer is required to either redeem the Preferred Stock for cash or convert the Preferred Stock to shares of Common Stock.
16 Derivative Series A Preferred Stock 2023-01-31 A A 500,000 — 500,000 D $5.00 · 2023-01-31 to — 1,000,000 Common Stock (F5) These securities are owned directly by Anzu Partners LLC, which may be deemed a member of a "group" for purposes of Section 13(d) of the Exchange Act with each of the other Reporting Persons and Mr. Hirsch. (F17) Reflects shares of Preferred Stock issued to Anzu Partners LLC upon exercise in full of a warrant issued by Nuburu to Anzu Partners (the "Anzu Partners Warrant"). The Anzu Partners Warrant had a strike price of $0.01 per share of Preferred Stock, became exercisable upon issuance and had an expiration date of December 31, 2024. (F14) The Series A Preferred Stock, par value $0.0001 per share, of the Issuer ("Preferred Stock") is convertible into shares of Common Stock at a conversion rate equal to $10.00 (subject to equitable adjustment in the event of a stock split, stock consolidation, subdivision or certain other events of a similar nature that increase or decrease the number of shares of Preferred Stock outstanding) divided by the lesser of (i) $11.50 and (ii) the greater of (x) 115% of the lowest volume weighted average price per share of Common Stock as displayed under the heading Bloomberg VWAP for any consecutive ninety-trading day period prior to the calculation of such VWAP and (y) $5.00, in each case subject to adjustment as set forth in the Certificate of Designations of the Preferred Stock (the "Certificate of Designations"). (F15) The Preferred Stock has no expiration date. Pursuant to the Certificate of Designation and subject to certain limitations detailed therein, on January 31, 2025, the Issuer is required to either redeem the Preferred Stock for cash or convert the Preferred Stock to shares of Common Stock.
17 Derivative Series A Preferred Stock 2023-01-31 A A 121,411 — 121,411 D $5.00 · 2023-01-31 to — 242,822 Common Stock (F2) These securities are owned directly by David Seldin, who may be deemed a member of a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with each of the other Reporting Persons and Daniel Hirsch. (F16) Reflects shares of Preferred Stock that were issued to certain holders of record of Nuburu Common Stock as of the close of business on the closing date of the Business Combination, with one share of Preferred Stock issued in respect of each share of Common Stock. (F14) The Series A Preferred Stock, par value $0.0001 per share, of the Issuer ("Preferred Stock") is convertible into shares of Common Stock at a conversion rate equal to $10.00 (subject to equitable adjustment in the event of a stock split, stock consolidation, subdivision or certain other events of a similar nature that increase or decrease the number of shares of Preferred Stock outstanding) divided by the lesser of (i) $11.50 and (ii) the greater of (x) 115% of the lowest volume weighted average price per share of Common Stock as displayed under the heading Bloomberg VWAP for any consecutive ninety-trading day period prior to the calculation of such VWAP and (y) $5.00, in each case subject to adjustment as set forth in the Certificate of Designations of the Preferred Stock (the "Certificate of Designations"). (F15) The Preferred Stock has no expiration date. Pursuant to the Certificate of Designation and subject to certain limitations detailed therein, on January 31, 2025, the Issuer is required to either redeem the Preferred Stock for cash or convert the Preferred Stock to shares of Common Stock.
18 Derivative Series A Preferred Stock 2023-01-31 A A 36,937 — 36,937 D $5.00 · 2023-01-31 to — 73,874 Common Stock (F9) These securities are owned directly by Anzu Nuburu III LLC, which may be deemed a member of a "group" for purposes of Section 13(d) of the Exchange Act with each of the other Reporting Persons and Mr. Hirsch. (F16) Reflects shares of Preferred Stock that were issued to certain holders of record of Nuburu Common Stock as of the close of business on the closing date of the Business Combination, with one share of Preferred Stock issued in respect of each share of Common Stock. (F14) The Series A Preferred Stock, par value $0.0001 per share, of the Issuer ("Preferred Stock") is convertible into shares of Common Stock at a conversion rate equal to $10.00 (subject to equitable adjustment in the event of a stock split, stock consolidation, subdivision or certain other events of a similar nature that increase or decrease the number of shares of Preferred Stock outstanding) divided by the lesser of (i) $11.50 and (ii) the greater of (x) 115% of the lowest volume weighted average price per share of Common Stock as displayed under the heading Bloomberg VWAP for any consecutive ninety-trading day period prior to the calculation of such VWAP and (y) $5.00, in each case subject to adjustment as set forth in the Certificate of Designations of the Preferred Stock (the "Certificate of Designations"). (F15) The Preferred Stock has no expiration date. Pursuant to the Certificate of Designation and subject to certain limitations detailed therein, on January 31, 2025, the Issuer is required to either redeem the Preferred Stock for cash or convert the Preferred Stock to shares of Common Stock.
19 Derivative Series A Preferred Stock 2023-01-31 A A 24,282 — 24,282 D $5.00 · 2023-01-31 to — 48,564 Common Stock (F11) These securities are owned directly by CST Global LLC, which may be deemed a member of a "group" for purposes of Section 13(d) of the Exchange Act with each of the other Reporting Persons and Mr. Hirsch. (F16) Reflects shares of Preferred Stock that were issued to certain holders of record of Nuburu Common Stock as of the close of business on the closing date of the Business Combination, with one share of Preferred Stock issued in respect of each share of Common Stock. (F14) The Series A Preferred Stock, par value $0.0001 per share, of the Issuer ("Preferred Stock") is convertible into shares of Common Stock at a conversion rate equal to $10.00 (subject to equitable adjustment in the event of a stock split, stock consolidation, subdivision or certain other events of a similar nature that increase or decrease the number of shares of Preferred Stock outstanding) divided by the lesser of (i) $11.50 and (ii) the greater of (x) 115% of the lowest volume weighted average price per share of Common Stock as displayed under the heading Bloomberg VWAP for any consecutive ninety-trading day period prior to the calculation of such VWAP and (y) $5.00, in each case subject to adjustment as set forth in the Certificate of Designations of the Preferred Stock (the "Certificate of Designations"). (F15) The Preferred Stock has no expiration date. Pursuant to the Certificate of Designation and subject to certain limitations detailed therein, on January 31, 2025, the Issuer is required to either redeem the Preferred Stock for cash or convert the Preferred Stock to shares of Common Stock.