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
Grindr Inc. [ GRND ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/16/2024 | ||||||||||||||||||||||||||
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 | ||||||||
Call Option (obligation to sell) | $9.03(1) | 03/16/2024 | S | 443,943(2) | 03/16/2024 | 12/31/2024 | Common Stock | 443,943(2) | $2.96 | 443,943(2) | I | By Longview Grindr Holdings Limited(3) | |||
Call Option (obligation to sell) | $10.73(4) | 03/16/2024 | S | 327,053(5) | 03/16/2024 | 03/31/2025 | Common Stock | 327,053(5) | $2.54 | 327,053(5) | I | By Longview Grindr Holdings Limited(3) |
Explanation of Responses: |
1. The exercise price was determined by multiplying the volume weighted average price of the Issuer's Common Stock for the previous five consecutive trading days (the "Spot VWAP") as of December 15, 2023, which was $8.21 (the "Initial Spot VWAP"), by 110%. The Initial Spot VWAP, and as a result, the exercise price may be adjusted for certain pre-specified events, including stock splits, stock dividends, and if at any time the then Spot VWAP is less than or equal to 80% of the Initial Spot VWAP (or, if previously adjusted, such adjusted Initial Spot VWAP). |
2. The number of shares into which the option may be exercised will be based on the sum of the principal amount (including any capitalized interest and disregarding any prepayments or redemptions) plus accrued interest and any make-whole interest, if applicable of a certain note at the time of the option exercise divided by the exercise price. The note was issued on December 15, 2023 with a principal amount of $3.6 million and accrues interest at SOFR plus 13.0% per annum. The note matures on December 31, 2024. The shares shown reflect the estimated number of shares into which the option could be exercised as of March 16, 2024. |
3. The Option was issued by Longview Grindr Holdings Limited ("LGHL"). The Reporting Person is the sole equityholder of LGHL and exercises voting and investment power with respect to LGHL. |
4. The exercise price was determined by multiplying the volume weighted average price of the Issuer's Common Stock for the previous five consecutive trading days (the "Spot VWAP") as of March 15, 2024, which was $9.75 (the "Initial Spot VWAP"), by 110%. The Initial Spot VWAP, and as a result, the exercise price may be adjusted for certain pre-specified events, including stock splits, stock dividends, and if at any time the then Spot VWAP is less than or equal to 80% of the Initial Spot VWAP (or, if previously adjusted, such adjusted Initial Spot VWAP). |
5. The number of shares into which the option may be exercised will be based on the sum of the principal amount (including any capitalized interest and disregarding any prepayments or redemptions) plus accrued interest and any make-whole interest, if applicable, of a certain note at the time of the option exercise divided by the exercise price. The note was issued on March 15, 2024 with a principal amount of $3.2 million and accrues interest at SOFR plus 13.0% per annum. The note matures on March 31, 2025. The shares shown reflect the estimated number of shares into which the option could be exercised as of March 16, 2024. |
/s/ William Shafton, Attorney-in-Fact | 03/19/2024 | |
** 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. |