0001209191-23-049936.txt : 20230919
0001209191-23-049936.hdr.sgml : 20230919
20230919161544
ACCESSION NUMBER: 0001209191-23-049936
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230915
FILED AS OF DATE: 20230919
DATE AS OF CHANGE: 20230919
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: 231263943
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: NY
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
X0508
4
2023-09-15
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
0
Common Stock, par value $0.0001 per share
2023-09-15
4
S
0
663480
0.63
D
72278806
I
By Tiga SVH Investments Ltd.
Common Stock, par value $0.0001 per share
5560000
D
Guaranteed Exchangeable Note (Initial Issue)
7.51
2023-09-15
4
P
0
1474031.76
1474031.76
A
2024-03-30
Common Stock
196276
1474031.76
I
By LLC
Guaranteed Exchangeable Note (Second Issue)
6.69
2023-09-15
4
P
0
1526169.16
1526169.16
A
2024-03-30
Common Stock
228127
1526169.16
I
By LLC
Guaranteed Exchangeable Note (Third Issue)
6.46
2023-09-15
4
P
0
813407.07
813407.07
A
2024-03-30
Common Stock
125914
813407.07
I
By LLC
Warrants (right to buy)
11.50
2023-09-15
4
S
0
1800320
0.80
D
2023-09-15
2027-11-18
Common Stock
1800320
703442
I
By Tiga SVH Investments Ltd.
Tiga SVH Investments Ltd. is 100% owned by Tiga Investments Pte. Ltd., which is 100% owned by the Reporting Person.
These Guaranteed Exchangeable Notes (each, a "Note" and, collectively, the "Notes") are issued by Longview Grindr Holdings Limited under the terms and conditions of that certain Exchangeable Note Instrument, dated September 15, 2023.
The conversion price was determined by multiplying the volume weighted average price of the Issuer's Common Stock for the last five consecutive trading days (the "Spot VWAP") as of March 30, 2023, which was $6.26, by 120%. If at any time the Spot VWAP is less than or equal to 80% of the then effective Spot VWAP for five consecutive trading days, the Spot VWAP for the purposes of determining the conversion price will be automatically adjusted downwards to the Spot VWAP calculated as of the fifth such consecutive trading day.
Each note may be converted when the underlying shares of the Issuer's Common Stock may be transferred without restrictions or encumbrances and are freely tradeable.
The Note matures on March 30, 2024.
The Note is held by Big Timber Holdings, LLC, a Nevis limited liability company ("Big Timber"). The Reporting Person is the Manager and sole member of Big Timber and exercises ultimate voting and investment power over the Note and any shares of the Issuer's Common Stock that may be acquired by Big Timber as a result of conversion of the Notes.
The conversion price was determined by multiplying the Spot VWAP as of June 15, 2023, which was $6.08, by 110%. If at any time the Spot VWAP is less than or equal to 80% of the then effective Spot VWAP for five consecutive trading days, the Spot VWAP for the purposes of determining the conversion price will be automatically adjusted downwards to the Spot VWAP calculated as of the fifth such consecutive trading day.
The conversion price was determined by multiplying the Spot VWAP as of September 15, 2023, which was $5.87, by 110%. If at any time the Spot VWAP is less than or equal to 80% of the then effective Spot VWAP for five consecutive trading days, the Spot VWAP for the purposes of determining the conversion price will be automatically adjusted downwards to the Spot VWAP calculated as of the fifth such consecutive trading day.
/s/ William Shafton, Attorney-in-fact
2023-09-19