0001213900-23-001662.txt : 20230109 0001213900-23-001662.hdr.sgml : 20230109 20230109160127 ACCESSION NUMBER: 0001213900-23-001662 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20230104 FILED AS OF DATE: 20230109 DATE AS OF CHANGE: 20230109 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Taddeo Leo CENTRAL INDEX KEY: 0001875622 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-52776 FILM NUMBER: 23518071 MAIL ADDRESS: STREET 1: C/O CYXTERA TECHNOLOGIES, INC. STREET 2: 2333 PONCE DE LEON, SUITE 900 CITY: CORAL CABLES STATE: FL ZIP: 33134 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Appgate, Inc. CENTRAL INDEX KEY: 0001353538 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 203547231 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2 ALHAMBRA PLAZA, SUITE PH-1-B CITY: CORAL GABLES STATE: FL ZIP: 33134 BUSINESS PHONE: 866-524-4782 MAIL ADDRESS: STREET 1: 2 ALHAMBRA PLAZA, SUITE PH-1-B CITY: CORAL GABLES STATE: FL ZIP: 33134 FORMER COMPANY: FORMER CONFORMED NAME: NEWTOWN LANE MARKETING INC DATE OF NAME CHANGE: 20060215 3 1 ownership.xml X0206 3 2023-01-04 0 0001353538 Appgate, Inc. APGT 0001875622 Taddeo Leo 2 ALHAMBRA PLAZA, SUITE PH-1-B CORAL GABLES FL 33134 1 1 0 0 CEO and President Restricted Stock Units Common Stock 335435 D The restricted stock units vest as follows: 25% on January 1, 2023 and an additional 6.25% on the first day of each calendar quarter commencing on April 1, 2023, subject to the reporting person's continued employment and the restrictions described in footnote (2) below. In each case, vesting will not be effective until the earliest to occur of (a) the listing of Appgate's common stock on either the NASDAQ or NYSE and (b) a Change in Control as defined in the Appgate, Inc. 2021 Incentive Compensation Plan (the "Vesting Event"). With respect to 230,000 of the restricted stock units, in the event the Vesting Event does not occur by August 8, 2025, the restricted stock units shall be forfeited immediately following such date. Subject to the immediately preceding sentence, any restricted stock units that would have otherwise vested prior to the Vesting Event, but did not vest because the Vesting Event had not occurred as of such time, shall immediately be vested on the date of the Vesting Event (and the date of such Vesting Event shall be deemed the vesting date for such restricted stock units) regardless of whether Mr. Taddeo was in continuous service with Appgate as of the date of the Vesting Event. Each restricted stock unit represents a contingent right to receive one share of Appgate, Inc. common stock. See Exhibit 24.1 - Power of Attorney /s/ Jeremy M. Dale, Attorney-in-Fact 2023-01-09 EX-24.1 2 ea171317ex24-1_appgate.htm POWER OF ATTORNEY

Exhibit 24.1

Power of Attorney

KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Jeremy M. Dale his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for his/her and in his/her name, place and stead, in any and all capacities (until revoked in writing) to:

1. Sign any and all instruments, certificates and documents appropriate or required to be executed on behalf of the undersigned pursuant to sections 13 and 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any and all regulations promulgated thereunder (including, without limitation, any Joint Filing Agreement with respect thereto), and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission (the “SEC”), and with any other entity when and if such is mandated by the Exchange Act or by the Bylaws of the Financial Industry Regulatory Authority;

2. prepare, execute, acknowledge, deliver and file a Form ID (including any amendments or authentications thereto) with respect to obtaining EDGAR codes, with the SEC;

3. seek or obtain, as the representative of the undersigned and on behalf of the undersigned, information on transactions in securities, from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to such attorneys-in-fact and the undersigned approves and ratifies any such release of information; and

4. perform any and all other acts which in the discretion of such attorneys-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.

The undersigned acknowledges that:

1. this Power of Attorney authorizes, but does not require, such attorney-in-fact to act in his discretion on information provided to such attorney-in-fact without independent verification of such information;

2. any documents prepared and/or executed by such attorney-in-fact on behalf of any of the undersigned pursuant to this Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his discretion, deems necessary or desirable;

3. the attorney-in-fact does not assume (a) any liability for responsibility to comply with the requirements of the Exchange Act for any of the undersigned, (b) any liability for any failure to comply with such requirements for any of the undersigned, or (c) any obligation or liability for profit disgorgement under Section 16(b) of the Exchange Act for any of the undersigned; and

4. this Power of Attorney does not relieve any of the undersigned from responsibility for compliance with the undersigned’s obligations under the Exchange Act, including without limitation the reporting requirements under Sections 13 and 16 of the Exchange Act.

The undersigned hereby gives and grants the foregoing attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, with full power of substitution and revocation, hereby ratifying all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Power of Attorney. This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to such attorney-in-fact.

[Signature page follows]

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 27^th day of December, 2022.

	/s/ Leo Taddeo
	Leo Taddeo

[Signature Page to Power of Attorney]