Form 4 for SERV Serve Robotics Inc. /DE/
Accepted 2023-08-02 00:00:00 ET · period of report 2023-07-31 · accession 0001213900-23-062762 · 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| D | 2023-08-02 | 2023-07-31 | SERV | Tompkins Mark N. | Former Dir | J - Other | $0.00 | -3.38M | 1.69M | -67% | $0 |
| D | 2023-08-02 | 2023-07-31 | SERV | Tompkins Mark N. | Former Dir | C - Cnv Deriv | — | +312.5K | 5.06M | +7% | — |
| D | 2023-08-02 | 2023-07-31 | SERV | Tompkins Mark N. | Former Dir | A - Grant | — | +156.2K | 156.2K | 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 | 2023-07-31 | J | D | 3,375,000 | $0.00 | 1,687,500 | D | — | — | (F2) As a condition under the terms of an Agreement and Plan of Merger and Reorganization, dated as of July 31, 2023, and pursuant to the terms of a stock cancellation agreement, the reporting person voluntarily surrendered and cancelled for no consideration 3,375,000 shares of Issuer's common stock prior to the consummation of the Merger. The reporting person resigned as a director of the Issuer upon consummation of the Merger. |
| 2 | Common | Common Stock | 2023-07-31 | C | A | 312,500 | — | 5,062,500 | D | — | — | (F1) Upon closing of the reverse triangular merger of the Issuer's subsidiary (the "Merger") with Serve Robotics Inc. ("Legacy Serve"), $1,000,000 principal amount of Legacy Serve's 10% Senior Subordinated Secured Convertible Notes, purchased by the reporting person under a Securities Purchase Agreement, dated April 21, 2023 (the "Bridge SPA"), with Legacy Serve, converted by their terms into shares of common stock of the Issuer at a conversion price of $3.20 per share. |
| 3 | Derivative | Warrants (Right to Buy) | 2023-07-31 | A | A | 156,250 | — | 156,250 | D | $3.20 · — to 2026-07-31 | 156,250 Common stock | (F3) Immediately exercisable. Received upon closing of the Merger in accordance with the terms of the Bridge SPA. Pursuant to the terms of the Bridge SPA, each holder of a Legacy Serve 10% Senior Subordinated Secured Convertible Note was entitled to receive warrants to purchase 50% of the number of shares of common stock into which the 10% Senior Subordinated Secured Convertible Note converted. |