0001209191-22-058525.txt : 20221122 0001209191-22-058525.hdr.sgml : 20221122 20221122193306 ACCESSION NUMBER: 0001209191-22-058525 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20221118 FILED AS OF DATE: 20221122 DATE AS OF CHANGE: 20221122 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Zage George Raymond III CENTRAL INDEX KEY: 0001833678 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39714 FILM NUMBER: 221411961 MAIL ADDRESS: STREET 1: C/O TIGA ACQUISITION CORP. STREET 2: OFC, LEVEL 40, 10 COLLYER QUAY CITY: SINGAPORE STATE: U0 ZIP: 04 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Grindr Inc. CENTRAL INDEX KEY: 0001820144 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 750 N. SAN VICENTE BLVD., SUITE RE 1400 CITY: WEST HOLLYWOOD STATE: CA ZIP: 90069 BUSINESS PHONE: 3107766680 MAIL ADDRESS: STREET 1: 750 N. SAN VICENTE BLVD., SUITE RE 1400 CITY: WEST HOLLYWOOD STATE: CA ZIP: 90069 FORMER COMPANY: FORMER CONFORMED NAME: Tiga Acquisition Corp. DATE OF NAME CHANGE: 20200804 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2022-11-18 0 0001820144 Grindr Inc. GRND 0001833678 Zage George Raymond III C/O GRINDR INC. 750 N.SAN VICENTE BLVD. STE RE1400 WEST HOLLYWOOD CA 90069 1 0 1 0 Common Stock, par value $0.0001 per share 2022-11-18 4 M 0 5130000 0.00 A 5130000 D Common Stock, par value $0.0001 per share 2022-11-18 4 A 0 72006333 0.00 A 72006333 I By Corporation Warrants 11.50 2022-11-18 4 C 0 2503672 11.50 A Common Stock 2503672 2503672 I Through corporation Class B ordinary shares 2022-11-18 4 C 0 5130000 D Common Stock 5130000 0 D Warrants 11.50 2022-11-18 4 C 0 13920000 11.50 A Common Stock 13920000 13920000 D Options 2022-11-18 4 C 0 381314 A Common Stock 381314 381314 I Through corporation Received pursuant to the Agreement and Plan of Merger, dated May 9, 2022 (the "MA"), by and among Grindr Group LLC ("LG"), Tiga Acquisition Corp. ("Tiga") and Tiga Merger Sub LLC, a subsidiary of Tiga ("Sub I", and together with Tiga and LG, the "Entities"), as amended in the First Amendment to the MA, dated October 5, 2022, by and among Tiga Merger Sub II LLC, a subsidiary of Tiga ("Sub II") and the Entities, pursuant to which Sub I first merged with and into LG, whereupon the separate corporate existence of Sub I ceased, and LG became the surviving company and continued in existence as a wholly owned subsidiary of Tiga until promptly thereafter and as part of the overall transaction, when LG merged with and into Sub II, with Sub II being the entity that survived such second merger and continued in existence as a wholly owned subsidiary of Tiga (the "Business Combination"). Tiga domesticated as a Delaware corporation and subsequently changed its name to Grindr Inc. (the "Issuer"). As described in the Issuer's proxy statement (Registration No. 333-264902) ("Proxy"), Issuer's Common Stock were issued to San Vicente Holdings LLC, ("SVH") in exchange for LG Series X ordinary units indirectly held by SVH. The Reporting Person indirectly had a 43% non-voting, economic only interest in LG through Tiga SVH Investments Ltd. ("TSVH"), which held a 54.1% non-voting, economic only interest in SVH. Tiga Investments Pte. Ltd. ("TI") is the sole equityholder of Tiga SVH and exercises ultimate voting and investment power of the shares held by TSVH. The Reporting Person is the sole equityholder of TI and exercises ultimate voting and investment power of the shares held by TI. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. The inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. As described in the Proxy, warrants to purchase the Issuer's Common Stock were issued to SVH, in exchange for warrants to purchase LG Series X ordinary units, indirectly held by SVH. The Reporting Person indirectly had a 43% non-voting, economic only equity interest in LG through Tiga, which held a 54.1% non-voting, economic only interest in SVH. TI is the sole equityholder of Tiga SVH and exercises ultimate voting and investment power with respect to the shares held by Tiga SVH. The Reporting Person is the sole equityholder of TI and exercises ultimate voting and investment power with respect to the shares held by TI. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. Received pursuant to the Business Combination. As described in the Proxy, the Reporting Person was an equityholder of Tiga Sponsor LLC, a Delaware limited liability company ("Tiga Sponsor"). Tiga Sponsor previously held shares of Class B ordinary shares of Tiga. Such shares, which were previously convertible into Class A ordinary shares of Tiga, were distributed to the equityholders of Tiga Sponsor, including the Reporting Person, and were converted into shares of the Issuer's Common Stock in connection with, and upon the consummation of, the Business Combination. Received pursuant to the Business Combination. As described in the Proxy, the Reporting Person was an equityholder of Tiga Sponsor LLC, a Delaware limited liability company ("Tiga Sponsor"). Tiga Sponsor previously held warrants to purchase Class A ordinary shares of Tiga. Such warrants were distributed to the equityholders of Tiga Sponsor, including the Reporting Person, and were converted into warrants to purchase the Issuer's Common Stock in connection with, and upon the consummation of, the Business Combination. Option to acquire Issuer's Common Stock from another shareholder within 60 days of the consummation of the Business Combination. /s/ George Raymond Zage, III 2022-11-22