0001209191-21-020195.txt : 20210312 0001209191-21-020195.hdr.sgml : 20210312 20210312163947 ACCESSION NUMBER: 0001209191-21-020195 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210209 FILED AS OF DATE: 20210312 DATE AS OF CHANGE: 20210312 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Preston Dan CENTRAL INDEX KEY: 0001843122 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-39484 FILM NUMBER: 21738054 MAIL ADDRESS: STREET 1: C/O METROMILE, INC. STREET 2: 425 MARKET STREET, SUITE 700 CITY: SAN FRANCISCO STATE: CA ZIP: 94105 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Metromile, Inc. CENTRAL INDEX KEY: 0001819035 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 844916134 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 425 MARKET STREET #700 CITY: SAN FRANCISCO STATE: CA ZIP: 1910494105 BUSINESS PHONE: 8882425204 MAIL ADDRESS: STREET 1: 425 MARKET STREET #700 CITY: SAN FRANCISCO STATE: CA ZIP: 1910494105 FORMER COMPANY: FORMER CONFORMED NAME: INSU Acquisition Corp. II DATE OF NAME CHANGE: 20200723 4/A 1 doc4a.xml FORM 4/A SUBMISSION X0306 4/A 2021-02-09 2021-02-11 0 0001819035 Metromile, Inc. MILE 0001843122 Preston Dan C/O METROMILE, INC. 425 MARKET STREET, SUITE 700 SAN FRANCISCO CA 94105 1 1 0 0 Chief Executive Officer Common Stock 2021-02-09 4 A 0 1638729 0.00 A 1638729 D Received pursuant to the Agreement and Plan of Merger and Reorganization, dated as of November 24, 2020, as amended January 12, 2021 and further amended February 8, 2021, by and among INSU Acquisition Corp. II (n/k/a Metromile, Inc.) (the "Issuer"), INSU II Merger Sub Corp. and MetroMile, Inc. (n/k/a Metromile Operating Company) ("Legacy Metromile") (the "Merger Agreement") pursuant to which, through a series of mergers Legacy Metromile became a direct, wholly-owned subsidiary of the Issuer. Pursuant to the Merger Agreement former securityholders of Legacy Metromile will receive additional shares of the Issuer's common stock (the "Additional Shares") if the closing sale price of the Issuer's common stock exceeds $15.00 per share for 20 out of any 30 consecutive trading days during the first two years following the closing of the merger. The transactions contemplated by the Merger Agreement are referred to herein as the "Business Combination." Includes 274,798 shares subject to restricted stock units ("RSU") and 196,656 shares to be received as Additional Shares. Each RSU represents a contingent right to receive one share of the Issuer's common stock upon settlement. This amendment is being filed to correct the share amounts received in the Business Combination resulting from a post-closing correction to the final exchange ratio. /s/ Winston Macaraeg, Attorney-in-Fact 2021-03-12