Form 4 for MRDN Meridian Holdings Inc./NV
Accepted 2022-11-14 00:00:00 ET · period of report 2022-10-27 · accession 0001477932-22-008464 · 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 | 2022-11-14 | 2022-10-27 | MRDN | Johnston Aaron Richard | Former Dir | A - Grant | $0.00 | +100.0K | 100.0K | New | $0 |
| DM | 2022-11-14 | 2022-10-27 | MRDN | Johnston Aaron Richard | Former Dir | A - Grant | $0.00 | +600.0K | 300.0K | New | $0 |
| D | 2022-11-14 | 2022-11-01 | MRDN | Johnston Aaron Richard | Former Dir | J - Other | $0.00 | -100.0K | 50.0K | -67% | $0 |
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 | Restricted Common Stock | 2022-10-27 | A | A | 100,000 | $0.00 | 100,000 | D | — | — | (F8) The restricted common stock and RSUs were granted on October 27, 2022, and effective on November 1, 2022. (F1) Vests at the rate of 50,000 shares of restricted common stock on November 1, 2022 and 50,000 shares of restricted common stock on February 1, 2023, subject to the reporting person's continued service through the applicable vesting date. Issued under the Issuer's 2022 Equity Incentive Plan. (F2) Issued in consideration for consulting services agreed to be rendered by the Reporting Person. |
| 2 | Derivative | Restricted Stock Unit | 2022-10-27 | A | A | 300,000 | $0.00 | 300,000 | D | — · — to 2023-11-01 | 150,000 Common Stock | (F8) The restricted common stock and RSUs were granted on October 27, 2022, and effective on November 1, 2022. (F2) Issued in consideration for consulting services agreed to be rendered by the Reporting Person. (F3) Each restricted stock unit (RSU) represents the contingent right to receive, at settlement, one share of common stock. (F5) The RSUs vest, if at all, upon the closing of a transaction that, on a pro forma basis, doubles the Issuer's revenues for the fiscal quarter prior to the closing of the acquisition ("Doubling Transaction"), provided that such RSUs shall be terminated and forfeited if such Doubling Transaction does not close prior to November 1, 2023, subject to the Reporting Person's continued service to the Issuer on such date, subject to certain exceptions. Issued under the Issuer's 2022 Equity Incentive Plan. |
| 3 | Derivative | Restricted Stock Unit | 2022-10-27 | A | A | 300,000 | $0.00 | 300,000 | D | — · — to — | 150,000 Common Stock | (F8) The restricted common stock and RSUs were granted on October 27, 2022, and effective on November 1, 2022. (F2) Issued in consideration for consulting services agreed to be rendered by the Reporting Person. (F3) Each restricted stock unit (RSU) represents the contingent right to receive, at settlement, one share of common stock. (F4) The RSUs vest, if at all, at the rate of 1/4th of such RSUs, upon the Issuer meeting certain (1) revenue and (2) EBITDA targets, as of the end of fiscal 2023 and 2024, and upon the public disclosure of such operating results in the Issuer's subsequently filed Annual Reports on Form 10-K, subject to the reporting person's continued service through the applicable vesting date. Restricted stock units do not expire; they either vest or are canceled prior to vesting date. Issued under the Issuer's 2022 Equity Incentive Plan. |
| 4 | Derivative | Restricted Stock Unit | 2022-11-01 | J | D | 100,000 | $0.00 | 50,000 | D | — · — to — | 100,000 Common Stock | (F3) Each restricted stock unit (RSU) represents the contingent right to receive, at settlement, one share of common stock. (F7) The remaining 50,000 RSUs vest, if at all, at the rate of 1/2 of such RSUs, upon the Issuer meeting certain (1) revenue and (2) EBITDA targets, as of the end of fiscal 2022, and upon the public disclosure of such operating results in the Issuer's subsequently filed 2022 Annual Report on Form 10-K, subject to the reporting person's continued service through the applicable vesting date. Restricted stock units do not expire; they either vest or are canceled prior to vesting date. Issued under the Issuer's 2022 Equity Incentive Plan. |