FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CuriosityStream Inc. [ CURI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/28/2023 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock Units | (1)(2) | 07/28/2023 | A | 44,249 | (2) | (2) | Common Stock | 44,249 | (1) | 44,249 | D | ||||
Restricted Stock Units | (1)(3) | 07/28/2023 | A | 134,813 | (3) | (3) | Common Stock | 134,813 | (1) | 134,813 | D | ||||
Stock Options (right to buy) | $2.32 | 07/28/2023 | D | 50,000 | (4) | (4) | Common Stock | 50,000 | (1) | 0 | D | ||||
Stock Options (right to buy) | $1.62 | 07/28/2023 | D | 221,904 | (5) | (5) | Common Stock | 221,904 | (1) | 0 | D |
Explanation of Responses: |
1. Pursuant to the Company's cancellation of certain "underwater" stock options granted to employees and executive officers and replacement thereof with restricted stock units ("RSUs") (the "Option Cancellation and Exchange"), on July 28, 2023, the Compensation Committee of the Board of Directors of the Company approved the cancellation of Mr. Westley's options to purchase 271,904 shares of common stock, granted under the Company's 2020 Omnibus Incentive Plan (the "Plan"), and granted Mr. Westley RSUs of approximately equal fair value of the cancelled stock options, valued as of July 14, 2023. |
2. On July 28, 2023, pursuant to the Option Cancellation and Exchange, in exchange for Mr. Westley's fully vested cancelled stock options, the Company granted Mr. Westley 44,249 RSUs under the Plan. Each RSU represents a contingent right to receive one share of common stock. The RSUs granted will vest on July 28, 2024. |
3. On July 28, 2023, pursuant to the Option Cancellation and Exchange, in exchange for Mr. Westley's unvested cancelled stock options, the Company granted Mr. Westley 134,813 RSUs under the Plan. Each RSU represents a contingent right to receive one share of common stock. The RSUs granted will vest as follows: 23,502 shares in equal increments on April 22, 2024, April 22, 2025 and April 22, 2026; and 111,311 shares in equal increments on May 21, 2024, May 21, 2025, and May 21, 2026. |
4. Includes unvested option to purchase 37,500 shares of the Company's common stock, which would have vested annually until April 22, 2026. |
5. Includes unvested option to purchase 166,428 shares of the Company's common stock, which would have vested annually until May 21, 2026. |
/s/ Marianna Shelenkova as attorney-in-fact for Peter Westley | 08/01/2023 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |