SEC Form 4
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).
1. Name and Address of Reporting Person*
Lindsay Douglas A

(Last) (First) (Middle)
400 GALLERIA PKWY SE, SUITE 300

(Street)
ATLANTA GA 30339

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Aaron's Company, Inc. [ AAN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
10/03/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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
Common Stock 10/03/2024 D 283,256 D (1) 89,526 D
Common Stock 10/03/2024 D 89,526 D (2) 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
Stock Options (Right to Buy) $6.55 10/03/2024 D 63,609 (3) 02/01/2026 Common Stock, par value $0.50 per share 63,609 (3) 0 D
Stock Options (Right to Buy) $7.86 10/03/2024 D 48,978 (3) 02/24/2027 Common Stock, par value $0.50 per share 48,978 (3) 0 D
Stock Options (Right to Buy) $10.06 10/03/2024 D 84,466 (3) 03/06/2030 Common Stock, par value $0.50 per share 84,466 (3) 0 D
Stock Options (Right to Buy) $12 10/03/2024 D 141,446 (4) 03/06/2033 Common Stock, par value $0.50 per share 141,446 (4) 0 D
Stock Options (Right to Buy) $13.67 10/03/2024 D 78,447 (4) 03/02/2028 Common Stock, par value $0.50 per share 78,447 (4) 0 D
Stock Options (Right to Buy) $15.67 10/03/2024 D 60,184 (4) 02/21/2029 Common Stock, par value $0.50 per share 60,184 (4) 0 D
Stock Options (Right to Buy) $21.45 10/03/2024 D 75,150 (4) 02/25/2032 Common Stock, par value $0.50 per share 75,150 (4) 0 D
Stock Options (Right to Buy) $21.76 10/03/2024 D 104,250 (4) 03/02/2031 Common Stock, par value $0.50 per share 104,250 (4) 0 D
Explanation of Responses:
1. On June 16, 2024, The Aaron's Company, Inc., a Georgia corporation (the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with IQVentures Holdings, LLC, an Ohio limited liability company ("Parent" or "IQVentures"), and Polo Merger Sub, Inc., a newly formed Georgia corporation and a wholly owned subsidiary of Parent ("Merger Sub"). At the time the Merger became effective on October 3, 2024 (the "Effective Time"), each share of the Company's common stock ("Common Stock") issued and outstanding was converted automatically into the right to receive $10.10 in cash.
2. At the Effective Time, each share subject to an unvested restricted stock award ("RSA") was modified to reflect an award of restricted cash in an amount equal to $10.10, which will remain subject to the vesting terms of the original RSAs.
3. At the Effective Time, each stock option which had a per share exercise price less than $10.10 was cancelled and converted into the right to receive an amount in cash equal to (1) $10.10 minus the exercise price per share subject to such stock option multiplied by (2) the total number of shares of Common Stock subject to such stock option.
4. At the Effective Time, each stock option which had a per share exercise price equal to or greater than $10.10 was cancelled for no consideration.
Remarks:
/s/ Douglass L. Noe, by Power of Attorney for Douglas A. Lindsay 10/07/2024
** 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).
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