Form 4 for NTRP NextTrip, Inc.
Accepted 2024-01-03 00:00:00 ET · period of report 2023-12-29 · accession 0001493152-24-000360 · 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DMI | 2024-01-03 | 2023-12-29 | NTRP | Monaco Donald P | Dir | A - Grant | — | +41.7K | 11.4K | New | — |
| DI | 2024-01-03 | 2023-12-29 | NTRP | Monaco Donald P | Dir | J - Other | $0.00 | +5,152 | 5,152 | New | $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 | Common Stock | 2023-12-29 | A | A | 28,626 | — | 28,626 | I By Donald P. Monaco Insurance Trust | — | — | (F1) Shares received in exchange for equity interests beneficially owned by Donald P. Monaco in connection with the exchange of all outstanding shares of NextTrip Holdings, Inc. for shares of the Issuer's common stock (the "Exchange") pursuant to a share exchange agreement dated October 13, 2023, as amended. Additional shares of the Issuer may be issued in the future upon achievement of certain milestones. No additional consideration was paid in connection with the Exchange, which closed on December 29, 2023. (F3) Mr. Monaco disclaims beneficial ownership of all securities held by MI Partners, the Donald P. Monaco Insurance Trust (the "Trust") and Travel and Media Tech, LLC ("TMT") in excess of his pecuniary interest, if any, and this report shall not be deemed an admission that he is the beneficial owner of, or has pecuniary interest in, any such excess shares for the purposes of Section 16 of the Exchange Act or for any other purpose. (F4) The shares are beneficially owned by the Trust. Mr. Monaco, is the trustee of the Trust. As such, Mr. Monaco is deemed to beneficially own the shares held by the Trust. |
| 2 | Common | Common Stock | 2023-12-29 | A | A | 1,733 | — | 1,733 | I By Monaco Investment Partners, LP | — | — | (F1) Shares received in exchange for equity interests beneficially owned by Donald P. Monaco in connection with the exchange of all outstanding shares of NextTrip Holdings, Inc. for shares of the Issuer's common stock (the "Exchange") pursuant to a share exchange agreement dated October 13, 2023, as amended. Additional shares of the Issuer may be issued in the future upon achievement of certain milestones. No additional consideration was paid in connection with the Exchange, which closed on December 29, 2023. (F3) Mr. Monaco disclaims beneficial ownership of all securities held by MI Partners, the Donald P. Monaco Insurance Trust (the "Trust") and Travel and Media Tech, LLC ("TMT") in excess of his pecuniary interest, if any, and this report shall not be deemed an admission that he is the beneficial owner of, or has pecuniary interest in, any such excess shares for the purposes of Section 16 of the Exchange Act or for any other purpose. (F2) The shares are beneficially owned by Monaco Investment Partners, LP ("MI Partners"). Mr. Monaco is the managing general partner of MI Partners. As such, Mr. Monaco is deemed to beneficially own the securities held by the MI Partners. |
| 3 | Common | Common Stock | 2023-12-29 | A | A | 11,386 | — | 11,386 | I By Travel and Media Tech, LLC | — | — | (F1) Shares received in exchange for equity interests beneficially owned by Donald P. Monaco in connection with the exchange of all outstanding shares of NextTrip Holdings, Inc. for shares of the Issuer's common stock (the "Exchange") pursuant to a share exchange agreement dated October 13, 2023, as amended. Additional shares of the Issuer may be issued in the future upon achievement of certain milestones. No additional consideration was paid in connection with the Exchange, which closed on December 29, 2023. (F3) Mr. Monaco disclaims beneficial ownership of all securities held by MI Partners, the Donald P. Monaco Insurance Trust (the "Trust") and Travel and Media Tech, LLC ("TMT") in excess of his pecuniary interest, if any, and this report shall not be deemed an admission that he is the beneficial owner of, or has pecuniary interest in, any such excess shares for the purposes of Section 16 of the Exchange Act or for any other purpose. (F5) The securities are beneficially owned by TMT. Mr. Monaco is a 50% member of TMT. As such, Mr. Monaco is deemed to beneficially own the shares held by TMT. |
| 4 | Derivative | Option | 2023-12-29 | J | A | 5,152 | $0.00 | 5,152 | I By Travel and Media, LLC | — · 2024-06-01 to 2024-12-29 | 5,152 Common Stock | (F6) On December 29, 2023, in connection with the Exchange, TMT entered into an agreement pursuant to which, from June 1, 2024 to December 29, 2024, (i) TMT has the right to purchase 5,152 shares of the Issuer's common stock from an investor, as well as any additional shares that may be issued to such investor upon achievement of certain milestones in connection with the Exchange (collectively, the "Option Shares"), for an aggregate of $400,000, and (ii) the investor has the right to put the Option Shares to TMT for an aggregate of $379,000. (F3) Mr. Monaco disclaims beneficial ownership of all securities held by MI Partners, the Donald P. Monaco Insurance Trust (the "Trust") and Travel and Media Tech, LLC ("TMT") in excess of his pecuniary interest, if any, and this report shall not be deemed an admission that he is the beneficial owner of, or has pecuniary interest in, any such excess shares for the purposes of Section 16 of the Exchange Act or for any other purpose. (F5) The securities are beneficially owned by TMT. Mr. Monaco is a 50% member of TMT. As such, Mr. Monaco is deemed to beneficially own the shares held by TMT. |