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