Form 4 for PTRN Pattern Group Inc.
Accepted 2025-09-22 00:00:00 ET · period of report 2025-09-12 · accession 0001628280-25-042396 · 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 | 2025-09-22 | 2025-09-18 | PTRN | Wright David K. | CEO, Dir, 10% | F - Tax | $14.00 | -27.4K | 97.6K | -22% | -$383.7K |
| D | 2025-09-22 | 2025-09-18 | PTRN | Wright David K. | CEO, Dir, 10% | F - Tax | $14.00 | -82.2K | 292.8K | -22% | -$1.15M |
| DM | 2025-09-22 | 2025-09-12 | PTRN | Wright David K. | CEO, Dir, 10% | C - Cnv Deriv | $0.00 | 0 | 10.68M | New | $0 |
| DMI | 2025-09-22 | 2025-09-12 | PTRN | Wright David K. | CEO, Dir, 10% | C - Cnv Deriv | $0.00 | 0 | 7.12M | 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 | 2025-09-18 | F | D | 27,407 | $14.00 | 97,593 | I | — | — | (F1) Immediately prior to the completion of the Issuer's initial public offering of Series A Common Stock (the "Offering"), each share of Common Stock shall be reclassified into one share of Series A Common Stock. (F3) Represents shares of Common Stock withheld by the Issuer in satisfaction of tax withholding obligations in connection with the vesting of restricted stock units previously granted to Melanie Alder. |
| 2 | Common | Common Stock | 2025-09-18 | F | D | 82,219 | $14.00 | 292,781 | D By spouse | — | — | (F1) Immediately prior to the completion of the Issuer's initial public offering of Series A Common Stock (the "Offering"), each share of Common Stock shall be reclassified into one share of Series A Common Stock. (F2) Represents shares of Common Stock withheld by the Issuer in satisfaction of tax withholding obligations in connection with the vesting of restricted stock units previously granted to David K. Wright. (F4) David K. Wright's spouse, Melanie Alder, is a director and the Chief Strategy Officer of the Issuer. |
| 3 | Derivative | Founder Non-Voting Preferred Stock | 2025-09-12 | C | D | 10,117,775 | $0.00 | 0 | D By spouse | — · — to — | 10,117,775 Common Stock or Founder Voting Preferred Stock | (F5) Immediately prior to the completion of the Offering, each share of Founder Non-Voting Preferred Stock shall be reclassified into a number of shares of Series A Common Stock, after giving effect to the Founder Preferred Stock Adjustments (as defined below). (F9) This transaction occurred prior to the Offering and is being reported on Form 4 solely for purposes of compliance with Rule 16a-2(a) under the Securities Exchange Act of 1934, as amended. The securities covered by such transaction were previously included on the Reporting Person's Form 3. (F4) David K. Wright's spouse, Melanie Alder, is a director and the Chief Strategy Officer of the Issuer. (F7) Immediately prior to the completion of the Offering, pursuant to the terms of the Pre-IPO Charter, all outstanding shares of Series B Preferred Stock shall automatically convert into a number of shares of Common Stock, after giving effect to certain anti-dilution adjustments dependent on the Offering price. Each share of Series B Preferred Stock shall convert into a number of shares of Series A Common Stock determined by dividing the original issue price of such share by the lesser of (a) the original issue price of such share (subject to certain anti-dilution adjustments) and (b) 50% of the Offering price per share in the Offering (the "Series B Preferred Special Conversion Ratio"). (F6) Pursuant to the Issuer's amended and restated certificate of incorporation as in effect as of the transaction date (the "Pre-IPO Charter"), each share of Founder Non-Voting Preferred Stock is convertible into, subject to the Founder Preferred Stock Adjustments, (i) one share of Common Stock or (ii) in contemplation of an Offering, one share of Founder Voting Preferred Stock, at any time at the option of the holder. (F8) (Continued) If application of the Series B Preferred Special Conversion Ratio would dilute the Founder Voting Preferred Stock and the Founder Non-Voting Preferred Stock (collectively, the "Founder Preferred Stock") by more than 3.33%, the Pre-IPO Charter provides for an increase in the number of shares of Common Stock issuable upon conversion of the Founder Preferred Stock (including the Series A Common Stock and Series B Common Stock issuable in the reclassification of the Founder Preferred Stock) such that the dilution to the Founder Preferred Stock will be capped at 3.33%; however, no adjustment will be made for any incremental dilution that exceeds 9.00% (the "Founder Preferred Stock Adjustments"). The shares of Founder Preferred Stock have no expiration date. |
| 4 | Derivative | Founder Voting Preferred Stock | 2025-09-12 | C | A | 10,117,775 | $0.00 | 10,682,278 | D By spouse | — · — to — | 10,117,775 Common Stock or Founder Non-Voting Preferred Stock | (F11) Immediately prior to the completion of the Offering, each share of Founder Voting Preferred Stock shall be reclassified into a number of shares of Series B Common Stock, after giving effect to the Founder Preferred Stock Adjustments. (F9) This transaction occurred prior to the Offering and is being reported on Form 4 solely for purposes of compliance with Rule 16a-2(a) under the Securities Exchange Act of 1934, as amended. The securities covered by such transaction were previously included on the Reporting Person's Form 3. (F4) David K. Wright's spouse, Melanie Alder, is a director and the Chief Strategy Officer of the Issuer. (F7) Immediately prior to the completion of the Offering, pursuant to the terms of the Pre-IPO Charter, all outstanding shares of Series B Preferred Stock shall automatically convert into a number of shares of Common Stock, after giving effect to certain anti-dilution adjustments dependent on the Offering price. Each share of Series B Preferred Stock shall convert into a number of shares of Series A Common Stock determined by dividing the original issue price of such share by the lesser of (a) the original issue price of such share (subject to certain anti-dilution adjustments) and (b) 50% of the Offering price per share in the Offering (the "Series B Preferred Special Conversion Ratio"). (F12) Pursuant to the Pre-IPO Charter, each share of Founder Voting Preferred Stock is convertible into, subject to the Founder Preferred Stock Adjustments, (i) one share of Common Stock or (ii) one share of Founder Non-Voting Preferred Stock, at any time at the option of the holder. (F6) Pursuant to the Issuer's amended and restated certificate of incorporation as in effect as of the transaction date (the "Pre-IPO Charter"), each share of Founder Non-Voting Preferred Stock is convertible into, subject to the Founder Preferred Stock Adjustments, (i) one share of Common Stock or (ii) in contemplation of an Offering, one share of Founder Voting Preferred Stock, at any time at the option of the holder. |
| 5 | Derivative | Founder Non-Voting Preferred Stock | 2025-09-12 | C | D | 6,739,201 | $0.00 | 0 | I | — · — to — | 6,739,201 Common Stock or Founder Voting Preferred Stock | (F5) Immediately prior to the completion of the Offering, each share of Founder Non-Voting Preferred Stock shall be reclassified into a number of shares of Series A Common Stock, after giving effect to the Founder Preferred Stock Adjustments (as defined below). (F9) This transaction occurred prior to the Offering and is being reported on Form 4 solely for purposes of compliance with Rule 16a-2(a) under the Securities Exchange Act of 1934, as amended. The securities covered by such transaction were previously included on the Reporting Person's Form 3. (F7) Immediately prior to the completion of the Offering, pursuant to the terms of the Pre-IPO Charter, all outstanding shares of Series B Preferred Stock shall automatically convert into a number of shares of Common Stock, after giving effect to certain anti-dilution adjustments dependent on the Offering price. Each share of Series B Preferred Stock shall convert into a number of shares of Series A Common Stock determined by dividing the original issue price of such share by the lesser of (a) the original issue price of such share (subject to certain anti-dilution adjustments) and (b) 50% of the Offering price per share in the Offering (the "Series B Preferred Special Conversion Ratio"). (F6) Pursuant to the Issuer's amended and restated certificate of incorporation as in effect as of the transaction date (the "Pre-IPO Charter"), each share of Founder Non-Voting Preferred Stock is convertible into, subject to the Founder Preferred Stock Adjustments, (i) one share of Common Stock or (ii) in contemplation of an Offering, one share of Founder Voting Preferred Stock, at any time at the option of the holder. (F8) (Continued) If application of the Series B Preferred Special Conversion Ratio would dilute the Founder Voting Preferred Stock and the Founder Non-Voting Preferred Stock (collectively, the "Founder Preferred Stock") by more than 3.33%, the Pre-IPO Charter provides for an increase in the number of shares of Common Stock issuable upon conversion of the Founder Preferred Stock (including the Series A Common Stock and Series B Common Stock issuable in the reclassification of the Founder Preferred Stock) such that the dilution to the Founder Preferred Stock will be capped at 3.33%; however, no adjustment will be made for any incremental dilution that exceeds 9.00% (the "Founder Preferred Stock Adjustments"). The shares of Founder Preferred Stock have no expiration date. |
| 6 | Derivative | Founder Voting Preferred Stock | 2025-09-12 | C | A | 6,739,201 | $0.00 | 7,115,543 | I | — · — to — | 6,739,201 Common Stock or Founder Non-Voting Preferred Stock | (F11) Immediately prior to the completion of the Offering, each share of Founder Voting Preferred Stock shall be reclassified into a number of shares of Series B Common Stock, after giving effect to the Founder Preferred Stock Adjustments. (F9) This transaction occurred prior to the Offering and is being reported on Form 4 solely for purposes of compliance with Rule 16a-2(a) under the Securities Exchange Act of 1934, as amended. The securities covered by such transaction were previously included on the Reporting Person's Form 3. (F7) Immediately prior to the completion of the Offering, pursuant to the terms of the Pre-IPO Charter, all outstanding shares of Series B Preferred Stock shall automatically convert into a number of shares of Common Stock, after giving effect to certain anti-dilution adjustments dependent on the Offering price. Each share of Series B Preferred Stock shall convert into a number of shares of Series A Common Stock determined by dividing the original issue price of such share by the lesser of (a) the original issue price of such share (subject to certain anti-dilution adjustments) and (b) 50% of the Offering price per share in the Offering (the "Series B Preferred Special Conversion Ratio"). (F12) Pursuant to the Pre-IPO Charter, each share of Founder Voting Preferred Stock is convertible into, subject to the Founder Preferred Stock Adjustments, (i) one share of Common Stock or (ii) one share of Founder Non-Voting Preferred Stock, at any time at the option of the holder. (F6) Pursuant to the Issuer's amended and restated certificate of incorporation as in effect as of the transaction date (the "Pre-IPO Charter"), each share of Founder Non-Voting Preferred Stock is convertible into, subject to the Founder Preferred Stock Adjustments, (i) one share of Common Stock or (ii) in contemplation of an Offering, one share of Founder Voting Preferred Stock, at any time at the option of the holder. |