0001104659-24-100334.txt : 20240916 0001104659-24-100334.hdr.sgml : 20240916 20240916205914 ACCESSION NUMBER: 0001104659-24-100334 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240913 FILED AS OF DATE: 20240916 DATE AS OF CHANGE: 20240916 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Zamani Payam CENTRAL INDEX KEY: 0001487654 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39791 FILM NUMBER: 241302352 MAIL ADDRESS: STREET 1: 12667 ALCOSTA BOULEVARD STREET 2: SUITE 200 CITY: SAN RAMON STATE: CA ZIP: 94583 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Inspirato Inc CENTRAL INDEX KEY: 0001820566 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] ORGANIZATION NAME: 05 Real Estate & Construction IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1544 WAZEE STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-586-7771 MAIL ADDRESS: STREET 1: 1544 WAZEE STREET CITY: DENVER STATE: CO ZIP: 80202 FORMER COMPANY: FORMER CONFORMED NAME: Thayer Ventures Acquisition Corp DATE OF NAME CHANGE: 20200806 4 1 tm2424191-1_4seq1.xml OWNERSHIP DOCUMENT X0508 4 2024-09-13 0 0001820566 Inspirato Inc ISPO 0001487654 Zamani Payam C/O INSPIRATO INCORPORATED 1544 WAZEE STREET DENVER CO 80202 1 1 1 0 CHIEF EXECUTIVE OFFICER 0 CLASS A COMMON STOCK 2024-09-13 4 P 0 1580180 5420020 A 2795451 I See footnotes (1) and (2) below. CLASS A COMMON STOCK 1000000 D WARRANT (RIGHT TO BUY) 3.43 2024-09-13 4 P 0 2915451 0 A 2024-09-13 CLASS A COMMON STOCK 2915451 2915451 I See footnotes (1) and (2) below. On August 12, 2024, Inspirato Incorporated (the "Company") entered into an investment agreement with One Planet Group LLC relating to the issuance and sale to One Planet Group LLC of (i) 1,335,271 shares (the "Tranche 1 Shares") of Class A common stock of the Company ("Class A Common Stock") for an aggregate purchase price of $4,579,980 (such transaction, the "Tranche 1 Purchase") and (ii) 1,580,180 shares of Class A Common Stock (the "Tranche 2 Shares") for an aggregate purchase price of $5,420,020 and an accompanying warrant (the "Warrant") to purchase up to 2,915,451 shares of Class A Common Stock (the "Warrant Shares") (such transaction, the "Tranche 2 Purchase"). The Tranche 1 Purchase was consummated on August 13, 2024, and following certain related transfers of Tranche 1 Shares, 915,271 shares of Class A Common Stock were deemed to be directly beneficially owned by One Planet Group LLC and indirectly beneficially owned by Mr. Payam Zamani, while 300,000 shares of Class A Common Stock were deemed to be indirectly beneficially owned by both One Planet Group LLC and Mr. Zamani. The Tranche 2 Purchase was consummated on September 13, 2024. Following the Tranche 2 Purchase, as described above, a total of (x) 2,495,451 shares of Class A Common Stock and (y) a warrant to purchase up to 2,915,451 shares of Class A Common Stock may be deemed to be directly beneficially owned by One Planet Group LLC and indirectly beneficially owned by Mr. Zamani, while 300,000 shares of Class A Common Stock may be deemed to be indirectly beneficially owned by both One Planet Group LLC and Mr. Zamani. The later of (i) September 13, 2029 or (ii) in the case of a Fundamental Change (as defined in the Warrant) which is publicly announced before September 13, 2029 but which closes after September 13, 2029, the closing date of such Fundamental Change. There was no separate consideration for the Tranche 2 Shares and the Warrant Shares; the Tranche 2 Purchase was considered a single transaction for an aggregate purchase price of $5,420,020. /S/ SILVIA HALL, BY POWER OF ATTORNEY 2024-09-16