0000899243-21-047636.txt : 20211209 0000899243-21-047636.hdr.sgml : 20211209 20211209211645 ACCESSION NUMBER: 0000899243-21-047636 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20211207 FILED AS OF DATE: 20211209 DATE AS OF CHANGE: 20211209 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Schingler Robert H CENTRAL INDEX KEY: 0001897636 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40166 FILM NUMBER: 211483447 MAIL ADDRESS: STREET 1: C/O PLANET LABS PBC STREET 2: 645 HARRISON STREET, FLOOR 4 CITY: SAN FRANCISCO STATE: CA ZIP: 94107 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: dMY Technology Group, Inc. IV CENTRAL INDEX KEY: 0001836833 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1180 NORTH TOWN CENTER DRIVE, SUITE 100 CITY: LAS VEGAS STATE: NV ZIP: 89144 BUSINESS PHONE: (702) 781-4313 MAIL ADDRESS: STREET 1: 1180 NORTH TOWN CENTER DRIVE, SUITE 100 CITY: LAS VEGAS STATE: NV ZIP: 89144 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-12-07 0 0001836833 dMY Technology Group, Inc. IV PL 0001897636 Schingler Robert H C/O PLANET LABS PBC 645 HARRISON STREET, FLOOR 4 SAN FRANCISCO CA 94107 1 1 0 0 See Remarks Earnout - Class A Shares 2021-12-07 4 A 0 145460 A Class A Common Stock 145460 145460 D Earnout - Class B Shares 2021-12-07 4 A 0 1168105 A Class B Common Stock 1168105 1168105 I Ulysses Trust dated February 26, 2021 Class B Common Stock 2021-12-07 4 A 0 10578793 A Class B Common Stock 10578793 10578793 I Ulysses Trust dated February 26, 2021 Stock Option (Right to Buy) 4.04 2021-12-07 4 A 0 765919 A 2030-04-20 Class A Common Stock 765919 765919 D Stock Option (Right to Buy) 9.75 2021-12-07 4 A 0 275730 A 2031-06-29 Class A Common Stock 275730 275730 D Stock Option (Right to Buy) 9.75 2021-12-07 4 A 0 275730 A 2031-06-29 Class A Common Stock 275730 275730 D Pursuant to the business combination (the "Business Combination") of dMY Technology Group, Inc. IV and Planet Labs Inc. ("Former Planet"), each share of Class B common stock of Former Planet was converted into the right to receive approximately 1.53184 shares of the issuer's Class B common stock at the closing of the Business Combination and each share of Former Planet capital stock (other than Class B common stock of Former Planet) was converted into the right to receive approximately 1.53184 shares of the issuer's Class A common stock (the "Exchange Ratio") at the closing of the Business Combination. Shares of the Class B Common Stock may be converted into shares of Class A Common Stock, on a one-to-one basis, at the option of the holder at any time and have no expiration date. Includes 145,460 earnout shares that will vest in four substantially equal installments if the closing price of the issuer's Class A Common Stock equals or exceeds $15.00, $17.00, $19.00 and $21.00, over any 20 trading days within any 30 day trading period prior to December 7, 2026 or if the issuer consummates a change of control transaction prior to December 7, 2026 that entitles its stockholders to receive a per share consideration of at least $15.00, $17.00, $19.00 and $21.00. Issuable only if the holder continues to provide services to the issuer or its subsidiaries through the date on which the earnout shares are issued. Includes 1,168,105 earnout shares that will vest in four substantially equal installments if the closing price of the issuer's Class B Common Stock equals or exceeds $15.00, $17.00, $19.00 and $21.00, over any 20 trading days within any 30 day trading period prior to December 7, 2026 or if the issuer consummates a change of control transaction prior to December 7, 2026 that entitles its stockholders to receive a per share consideration of at least $15.00, $17.00, $19.00 and $21.00. The option is fully vested and exercisable. At the closing of the Business Combination, each outstanding option to purchase Former Planet capital stock was converted into a right to receive a number of options to purchase Class A Common Stock based on the Exchange Ratio. The option vests and becomes exercisable with respect to 1/48th of the underlying Class A Common Stock on July 1, 2021, and in equal monthly installments thereafter. The option vests and becomes exercisable with respect to 1/48th of the underlying Class A Common Stock on July 1, 2022, and in equal monthly installments thereafter. Co-Founder and Chief Strategy Officer /s/ Andrew Kirkpatrick, as Attorney-in-fact for Robert Schingler Jr. 2021-12-09