0000899243-21-035199.txt : 20210903
0000899243-21-035199.hdr.sgml : 20210903
20210903183536
ACCESSION NUMBER: 0000899243-21-035199
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210901
FILED AS OF DATE: 20210903
DATE AS OF CHANGE: 20210903
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Bair Brian
CENTRAL INDEX KEY: 0001877794
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39641
FILM NUMBER: 211237813
MAIL ADDRESS:
STREET 1: C/O OFFERPAD SOLUTIONS INC.
STREET 2: 2150 E GERMAN ROAD, SUITE 1
CITY: CHANDLER
STATE: AZ
ZIP: 85286
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Offerpad Solutions Inc.
CENTRAL INDEX KEY: 0001825024
STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE AGENTS & MANAGERS (FOR OTHERS) [6531]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 4520 DEXTER STREET, N.W.
CITY: WASHINGTON
STATE: DC
ZIP: 20007
BUSINESS PHONE: (202) 918-7070
MAIL ADDRESS:
STREET 1: 4520 DEXTER STREET, N.W.
CITY: WASHINGTON
STATE: DC
ZIP: 20007
FORMER COMPANY:
FORMER CONFORMED NAME: Supernova Partners Acquisition Company, Inc.
DATE OF NAME CHANGE: 20200916
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2021-09-01
0
0001825024
Offerpad Solutions Inc.
OPAD
0001877794
Bair Brian
C/O OFFERPAD SOLUTIONS INC.
2150 E. GERMAN ROAD, SUITE 1
CHANDLER
AZ
85286
1
1
0
0
Chief Executive Officer
Class A Common Stock
2021-09-01
4
A
0
12168007
A
12168007
D
Class A Common Stock
2021-09-01
4
A
0
2648229
A
2648229
I
By The BBAB 2021 Irrevocable Trust
Class B Common Stock
2021-09-01
4
A
0
14816236
A
Class A Common Stock
14816236
14816236
D
Stock Options
0.73
2021-09-01
4
A
0
968418
A
2027-02-09
Class A Common Stock
968418
968418
D
Stock Options
0.69
2021-09-01
4
A
0
1792809
A
2027-02-09
Class A Common Stock
1792809
1792809
D
Stock Options
0.69
2021-09-01
4
A
0
124463
A
2027-07-10
Class A Common Stock
124463
124463
D
On September 1, 2021, pursuant to that certain Agreement and Plan of Merger, dated as of March 17, 2021, by and among the Issuer, Orchids Merger Sub LLC ("Merger Sub") and OfferPad, Inc. ("Old Offerpad"), Merger Sub merged with and into Old Offerpad with Old Offerpad surviving as a wholly owned subsidiary of Supernova Partners Acquisition Company, Inc., which changed its name to Offerpad Solutions, Inc. (the "Merger"). Upon consummation of the Merger each issued and outstanding share of common stock of Old Offerpad was automatically cancelled and converted into approximately 7.533 (the "Exchange Ratio") shares of Class A common stock of the Issuer.
Each Class B common stock representes a contingent right to receive one share of Class A common stock.
Each share of Class B common stock is convertible at any time at the option of the holder into one share of the Issuer's Class A common stock or upon the earliest to occur of (a) the date that is nine months following the date on which Mr. Bair (x) is no longer providing services, whether upon death, resignation, removal or otherwise, to Offerpad Solutions as a member of the senior leadership team, officer or director and (y) has not provided any such services for the duration of such nine-month period; and (b) the date as of which the Mr. Bair or his permitted transferees have transferred, in the aggregate, more than seventy-five (75%) of the shares of Class B common stock that were held by Mr. Bair and his permitted transferees as of September 1, 2021.
The option is vested and fully exercisable.
Upon consummation of the Merger, each issued and outstanding option to purchase one share of common stock of Old Offerpad was automatically cancelled and converted into an option to purchase approximately 7.533 shares of Class A common stock of the Issuer, and the exercise price was adjusted by the Exchange Ratio.
/s/ Adam Martinez, as Attorney-in-Fact for Brian Bair
2021-09-03