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