Form 4 for GRND Grindr Inc.
Accepted 2023-09-19 00:00:00 ET · period of report 2023-09-15 · accession 0001209191-23-049936 · 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 | 2023-09-19 | 2023-09-15 | GRND | Zage George Raymond III | Dir, 10% | S - Sale | $0.63 | -663.5K | 72.28M | -0.9% | -$418.0K |
| DMI | 2023-09-19 | 2023-09-15 | GRND | Zage George Raymond III | Dir, 10% | P - Purchase | $1,474,031.76 | +1.80M | 813.4K | New | +$2653.73B |
| DI | 2023-09-19 | 2023-09-15 | GRND | Zage George Raymond III | Dir, 10% | S - Sale | — | 0 | — | 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 | Common Stock, par value $0.0001 per share | 2023-09-15 | S | D | 663,480 | $0.63 | 72,278,806 | I By Tiga SVH Investments Ltd. | — | — | (F1) Tiga SVH Investments Ltd. is 100% owned by Tiga Investments Pte. Ltd., which is 100% owned by the Reporting Person. |
| 2 | Derivative | Guaranteed Exchangeable Note (Second Issue) | 2023-09-15 | P | A | — | $1,526,169.16 | 1,526,169.16 | I By LLC | $6.69 · — to 2024-03-30 | 228,127 Common Stock | (F2) These Guaranteed Exchangeable Notes (each, a "Note" and, collectively, the "Notes") are issued by Longview Grindr Holdings Limited under the terms and conditions of that certain Exchangeable Note Instrument, dated September 15, 2023. (F6) The Note is held by Big Timber Holdings, LLC, a Nevis limited liability company ("Big Timber"). The Reporting Person is the Manager and sole member of Big Timber and exercises ultimate voting and investment power over the Note and any shares of the Issuer's Common Stock that may be acquired by Big Timber as a result of conversion of the Notes. (F7) The conversion price was determined by multiplying the Spot VWAP as of June 15, 2023, which was $6.08, by 110%. If at any time the Spot VWAP is less than or equal to 80% of the then effective Spot VWAP for five consecutive trading days, the Spot VWAP for the purposes of determining the conversion price will be automatically adjusted downwards to the Spot VWAP calculated as of the fifth such consecutive trading day. (F4) Each note may be converted when the underlying shares of the Issuer's Common Stock may be transferred without restrictions or encumbrances and are freely tradeable. (F5) The Note matures on March 30, 2024. |
| 3 | Derivative | Warrants (right to buy) | 2023-09-15 | S | D | — | $0.8 | — | I By Tiga SVH Investments Ltd. | $11.50 · 2023-09-15 to 2027-11-18 | 1,800,320 Common Stock | (F1) Tiga SVH Investments Ltd. is 100% owned by Tiga Investments Pte. Ltd., which is 100% owned by the Reporting Person. |
| 4 | Derivative | Guaranteed Exchangeable Note (Initial Issue) | 2023-09-15 | P | A | 1,800,320 | $1,474,031.76 | 703,442 | I By LLC | $7.51 · — to 2024-03-30 | 196,276 Common Stock | (F2) These Guaranteed Exchangeable Notes (each, a "Note" and, collectively, the "Notes") are issued by Longview Grindr Holdings Limited under the terms and conditions of that certain Exchangeable Note Instrument, dated September 15, 2023. (F6) The Note is held by Big Timber Holdings, LLC, a Nevis limited liability company ("Big Timber"). The Reporting Person is the Manager and sole member of Big Timber and exercises ultimate voting and investment power over the Note and any shares of the Issuer's Common Stock that may be acquired by Big Timber as a result of conversion of the Notes. (F3) The conversion price was determined by multiplying the volume weighted average price of the Issuer's Common Stock for the last five consecutive trading days (the "Spot VWAP") as of March 30, 2023, which was $6.26, by 120%. If at any time the Spot VWAP is less than or equal to 80% of the then effective Spot VWAP for five consecutive trading days, the Spot VWAP for the purposes of determining the conversion price will be automatically adjusted downwards to the Spot VWAP calculated as of the fifth such consecutive trading day. (F4) Each note may be converted when the underlying shares of the Issuer's Common Stock may be transferred without restrictions or encumbrances and are freely tradeable. (F5) The Note matures on March 30, 2024. |
| 5 | Derivative | Guaranteed Exchangeable Note (Third Issue) | 2023-09-15 | P | A | — | $813,407.07 | 813,407.07 | I By LLC | $6.46 · — to 2024-03-30 | 125,914 Common Stock | (F2) These Guaranteed Exchangeable Notes (each, a "Note" and, collectively, the "Notes") are issued by Longview Grindr Holdings Limited under the terms and conditions of that certain Exchangeable Note Instrument, dated September 15, 2023. (F6) The Note is held by Big Timber Holdings, LLC, a Nevis limited liability company ("Big Timber"). The Reporting Person is the Manager and sole member of Big Timber and exercises ultimate voting and investment power over the Note and any shares of the Issuer's Common Stock that may be acquired by Big Timber as a result of conversion of the Notes. (F8) The conversion price was determined by multiplying the Spot VWAP as of September 15, 2023, which was $5.87, by 110%. If at any time the Spot VWAP is less than or equal to 80% of the then effective Spot VWAP for five consecutive trading days, the Spot VWAP for the purposes of determining the conversion price will be automatically adjusted downwards to the Spot VWAP calculated as of the fifth such consecutive trading day. (F4) Each note may be converted when the underlying shares of the Issuer's Common Stock may be transferred without restrictions or encumbrances and are freely tradeable. (F5) The Note matures on March 30, 2024. |