0001598674-22-000030.txt : 20220126
0001598674-22-000030.hdr.sgml : 20220126
20220126163900
ACCESSION NUMBER: 0001598674-22-000030
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20220125
FILED AS OF DATE: 20220126
DATE AS OF CHANGE: 20220126
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: IRVINE DIANE M
CENTRAL INDEX KEY: 0001287611
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39214
FILM NUMBER: 22558510
MAIL ADDRESS:
STREET 1: C/O YELP INC.
STREET 2: 350 MISSION STREET, 10TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94105
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Casper Sleep Inc.
CENTRAL INDEX KEY: 0001598674
STANDARD INDUSTRIAL CLASSIFICATION: HOUSEHOLD FURNITURE [2510]
IRS NUMBER: 463987647
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: THREE WORLD TRADE CENTER
STREET 2: 175 GREENWICH STREET, FLOOR 39
CITY: NEW YORK
STATE: NY
ZIP: 10007
BUSINESS PHONE: (347) 941-1871
MAIL ADDRESS:
STREET 1: THREE WORLD TRADE CENTER
STREET 2: 175 GREENWICH STREET, FLOOR 39
CITY: NEW YORK
STATE: NY
ZIP: 10007
4
1
wf-form4_164323311899622.xml
FORM 4
X0306
4
2022-01-25
1
0001598674
Casper Sleep Inc.
CSPR
0001287611
IRVINE DIANE M
C/O CASPER SLEEP INC.
3 WTC 175 GREENWICH ST. FL. 40
NEW YORK
NY
10007
1
0
0
0
Common Stock
2022-01-25
4
D
0
38845
6.90
D
0
D
Stock Option
19.65
2022-01-25
4
D
0
60000
0
D
2029-07-18
Common Stock
60000.0
0
D
Reflects disposition in connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of November 14, 2021 (the "Merger Agreement"), by and among Casper Sleep Inc. (the "Issuer"), Marlin Parent, Inc. and Marlin Merger Sub, Inc. ("Merger Sub"). On January 25, 2022, upon the closing of the merger of Merger Sub with and into the Issuer (the "Merger") contemplated by the Merger Agreement, each share of common stock of the Issuer, par value $0.000001 per share, was cancelled and automatically converted into the right to receive an amount in cash equal to $6.90 (the "Merger Consideration"), without interest, subject to applicable withholding taxes.
In accordance with the Merger Agreement, each restricted stock unit award ("RSU Award") of the Issuer outstanding immediately prior to the effective time of the Merger (whether vested or unvested) was cancelled and converted into the right to receive an amount in cash, subject to applicable withholding taxes, equal to the Merger Consideration multiplied by the number of shares of Issuer common stock subject to such RSU Award.
The options provided for vesting in equal monthly installments over a four year period commencing on August 16, 2019 and would have been fully vested and exercisable on July 16, 2023.
In accordance with the Merger Agreement, each option to acquire common stock of the Issuer that was unvested or had a per share exercise price equal to or greater than the Merger Consideration was cancelled for no consideration as of the effective time of the Merger.
/s/ Michael Monahan, Attorney-in-Fact for Diane Irvine
2022-01-26