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