0001209191-22-060828.txt : 20221212 0001209191-22-060828.hdr.sgml : 20221212 20221212204504 ACCESSION NUMBER: 0001209191-22-060828 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20221208 FILED AS OF DATE: 20221212 DATE AS OF CHANGE: 20221212 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Suslak Neil S CENTRAL INDEX KEY: 0001839057 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40152 FILM NUMBER: 221458359 MAIL ADDRESS: STREET 1: C/O GETAROUND, INC. STREET 2: 55 GREEN STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94111 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: InterPrivate II Acquisition Corp. CENTRAL INDEX KEY: 0001839608 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AUTO RENTAL & LEASING (NO DRIVERS) [7510] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1350 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: (212) 647-0166 MAIL ADDRESS: STREET 1: 1350 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10019 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2022-12-08 0 0001839608 InterPrivate II Acquisition Corp. GETR 0001839057 Suslak Neil S C/O GETAROUND, INC. 55 GREEN STREET SAN FRANCISCO CA 94111 1 0 0 0 Common Stock 2022-12-08 4 A 0 3590327 A 3590327 I By Braemar Energy Ventures III, L.P. Common Stock 2022-12-08 4 A 0 200000 A 3790327 I By Braemar Energy Ventures III, L.P. Common Stock 2022-12-08 4 A 0 73364 A 73364 I By Braemar/Getaround Investments II, LLC Common Stock 2022-12-08 4 A 0 341204 A 341204 I By Braemar/Getaround Investments, LLC Earnout Shares 2022-12-08 4 A 0 1369870 A 2029-12-08 Common Stock 1369870 1369870 I By Braemar Energy Ventures III, L.P. Earnout Shares 2022-12-08 4 A 0 36830 A 2029-12-08 12/08/2029 36830 36830 I By Braemar/Getaround Investments II, LLC Earnout Shares 2022-12-08 4 A 0 171289 A 2029-12-08 12/08/2029 171289 171289 I By Braemar/Getaround Investments, LLC Received in connection with the Issuer's business combination (the "Business Combination") with Getaround, Inc. ("Legacy Getaround") in accordance with the terms of the Agreement and Plan of Merger dated as of May 11, 2022 (the "Merger Agreement"), by and among the Issuer (f/k/a InterPrivate II Acquisition Corp.), TMPST Merger Sub I, Inc., TMPST Merger Sub II, LLC and Legacy Getaround. Pursuant to the terms of the Merger Agreement, each outstanding share of Legacy Getaround common stock was entitled to receive 0.320253 shares of Common Stock and certain earnout shares of Common Stock ("Earnout Shares"). In connection with the Business Combination, certain subordinated convertible promissory notes of Legacy Getaround also converted in accordance with their terms into shares of Common Stock. The Business Combination closed on December 8, 2022 (the "Closing Date"). The securities are held directly by Braemar Energy Ventures III, L.P., Braemar/Getaround Investments II, LLC and Braemar/Getaround Investments, LLC (collectively, the "Braemar Funds"). Mr. Suslak is the Managing Partner of Braemar Energy Ventures, which is the General Partner of each of the Braemar Funds. Mr. Suslak shares voting and investment power over the shares held by each of the Braemar Funds with William D. Lese and Donald F. Tappan, III. Received in connection with the Business Combination pursuant to a stock transfer agreement, dated October 31, 2022, by and among InterPrivate II Acquisition Management II LLC and Braemar Energy Ventures III, L.P., as an inducement for Braemar Energy Ventures III, L.P. to purchase a $2.0 million subordinated promissory note from Legacy Getaround and Braemar Energy Ventures III, L.P.'s subsequent new equity investment in Legacy Getaround by exchanging such note for a like principal amount of a subordinated convertible promissory note of Legacy Getaround. Upon consummation of the Business Combination, the Reporting Person received the right to acquire shares of Common Stock as follows if, at any time during the period following the Closing Date and expiring on the seventh anniversary of the Closing Date, the volume-weighted average price of Common Stock equals or exceeds the respective price for any 20 trading days within any 30 consecutive trading days: 10.0% of the Earnout Shares at $13.50; 10.0% of the Earnout Shares at $17.00; 13.3% of the Earnout Shares at $25.00; 16.7% of the Earnout Shares at $30.00; 16.7% of the Earnout Shares at $37.00; 16.7% of the Earnout Shares at $46.00; and 16.7% of the Earnout Shares at $55.00. /s/ Spencer Jackson, as Attorney-in-Fact 2022-12-12