SEC FORM 4

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^*

Alderman Thomas W.

(Last)

(First)

(Middle)

C/O GETAROUND, INC.

55 GREEN STREET

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
InterPrivate II Acquisition Corp. [ GETR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/08/2022

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options	$2.4356	12/08/2022		A		32,025		⁽¹⁾	04/10/2028	Common Stock	32,025	⁽¹⁾	32,025	D
Stock Options	$2.4356	12/08/2022		A		5,444		⁽²⁾	09/26/2028	Common Stock	5,444	⁽²⁾	5,444	D
Stock Options	$2.4356	12/08/2022		A		26,581		⁽³⁾	07/17/2029	Common Stock	26,581	⁽³⁾	26,581	D
Stock Options	$2.4356	12/08/2022		A		16,013		⁽⁴⁾	03/29/2030	Common Stock	16,013	⁽⁴⁾	16,013	D
Stock Options	$2.4356	12/08/2022		A		23,779		⁽⁵⁾	03/02/2031	Common Stock	23,779	⁽⁵⁾	23,779	D
Stock Options	$2.4356	12/08/2022		A		32,025		⁽¹⁾	03/02/2031	Common Stock	32,025	⁽¹⁾	32,025	D
Stock Options	$2.4356	12/08/2022		A		40,272		⁽⁶⁾	02/25/2031	Common Stock	40,272	⁽⁶⁾	40,272	D
Stock Options	$5.3395	12/08/2022		A		112,089		⁽⁷⁾	12/02/2031	Common Stock	112,089	⁽⁷⁾	112,089	D

Explanation of Responses:

1. 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, 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, in exchange for options to acquire 100,000 shares of Legacy Getaround common stock for $0.78 per share. The Business Combination closed on December 8, 2022 (the "Closing Date"). All of the stock options were exercisable as of the Closing Date.

2. Received in connection with the Business Combination in exchange for options to acquire 17,000 shares of Legacy Getaround common stock for $0.78 per share. Includes unvested stock options, of which there were 817 as of the Closing Date, that vest in equal installments monthly until September 1, 2023, subject to the continuous service of the Reporting Person on each vesting date.

3. Received in connection with the Business Combination in exchange for options to acquire 83,000 shares of Legacy Getaround common stock for $0.78 per share. Includes unvested stock options, of which there were 5,760 as of the Closing Date, that vest in equal installments monthly until January 1, 2024, subject to the continuous service of the Reporting Person on each vesting date.

4. Received in connection with the Business Combination in exchange for options to acquire 50,000 shares of Legacy Getaround common stock for $0.78 per share. Includes unvested stock options, of which there were 6,940 as of the Closing Date, that vest in equal installments monthly until February 3, 2025, subject to the continuous service of the Reporting Person on each vesting date.

5. Received in connection with the Business Combination in exchange for options to acquire 74,250 shares of Legacy Getaround common stock for $0.78 per share. Includes unvested stock options, of which there were 12,385 as of the Closing Date, that vest in equal installments monthly until January 1, 2025, subject to the continuous service of the Reporting Person on each vesting date.

6. Received in connection with the Business Combination in exchange for options to acquire 125,750 shares of Legacy Getaround common stock for $0.78 per share. Includes unvested stock options, of which there were 16,781 as of the Closing Date, that vest in equal installments monthly until August 1, 2024, subject to the continuous service of the Reporting Person on each vesting date.

7. Received in connection with the Business Combination in exchange for options to acquire 350,000 shares of Legacy Getaround common stock for $1.71 per share. Includes unvested stock options, of which there were 81,732 as of the Closing Date, that vest in equal installments monthly until November 1, 2025, subject to the continuous service of the Reporting Person on each vesting date.

Remarks:

	/s/ Spencer Jackson, as Attorney-in-Fact	12/12/2022
	** 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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