0001209191-22-002605.txt : 20220107 0001209191-22-002605.hdr.sgml : 20220107 20220107203733 ACCESSION NUMBER: 0001209191-22-002605 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220105 FILED AS OF DATE: 20220107 DATE AS OF CHANGE: 20220107 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Wilk Jason CENTRAL INDEX KEY: 0001867755 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40161 FILM NUMBER: 22519415 MAIL ADDRESS: STREET 1: C/O DAVE INC. STREET 2: 1265 SOUTH COCHRAN AVENUE CITY: LOS ANGELES STATE: CA ZIP: 90019 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: VPC Impact Acquisition Holdings III, Inc. CENTRAL INDEX KEY: 0001841408 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 150 NORTH RIVERSIDE PLAZA STREET 2: SUITE 5200 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 312-701-1777 MAIL ADDRESS: STREET 1: 150 NORTH RIVERSIDE PLAZA STREET 2: SUITE 5200 CITY: CHICAGO STATE: IL ZIP: 60606 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2022-01-05 0 0001841408 VPC Impact Acquisition Holdings III, Inc. DAVE 0001867755 Wilk Jason 1265 S. COCHRAN AVENUE LOS ANGELES CA 90019 1 1 0 0 Chief Executive Officer Class V Common Stock 2022-01-05 4 A 0 48450639 A Class A Common Stock 48450639 48450639 D Stock Option (right to buy) 0.72 2022-01-05 4 A 0 11456061 A 2031-03-02 Class A Common Stock 11456061 11456061 D On January 5, 2022, pursuant to that certain Agreement and Plan of Merger, dated as of June 7, 2021 (the "Merger Agreement"), by and among VPC Impact Acquisition Holdings III, Inc. (the "Issuer"), Dave Inc., a Delaware corporation ("Legacy Dave"), and the other parties thereto, the Issuer completed its initial business combination (the "Business Combination"). As a result of the Business Combination, the Issuer changed its name to Dave Inc. (Continued footnote) In connection with the Business Combination and the recapitalization in accordance with the Merger Agreement, 35,773,100 shares of Class V Common Stock of Legacy Dave held by the Reporting Person were converted into 48,450,639 shares of Class V Common Stock of the Issuer. The issuance of the shares was approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Shares of Class V Common Stock (i) are entitled to ten (10) votes per share, (ii) have no expiration date, (iii) are convertible into shares of Class A Common Stock at the option of the holders of Class V Common Stock at any time upon written notice to the Issuer on a one-for-one basis and (iv) will automatically convert into shares of Class A Common Stock immediately prior to the close of business on the earliest to occur of certain events specified in the Issuer's charter. This exercise price reflects the conversion of Legacy Dave options to options to purchase shares of Class A Common Stock of the Issuer. In connection with the Business Combination and in accordance with the Merger Agreement, an option to purchase 8,458,481 shares of Class A Common Stock of Legacy Dave held by the Reporting Person was converted into an option to purchase 11,456,061 shares of Class A Common Stock of the Issuer. The issuance of the option was approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Exchange Act. The option was granted under Legacy Dave's 2017 Stock Plan (the "Plan") and one-third of the option vests upon the Issuer's achievement of a certain stock price milestone and one-twelfth of the option vests in eight tranches if the Issuer achieves various other stock price milestones, subject to the Reporting Person's continuous employment by the Issuer as Chief Executive Officer, Executive Chair or another C-suite position reporting to the Board of Directors of the Issuer; provided, however, that if the Reporting Person's employment is terminated by the Issuer without Cause (as defined in the Plan) or he resigns for Good Reason (as defined in the Plan), then the service requirement is deemed satisfied and the option will remain outstanding and continue to vest if and when such milestone requirements are met during the period following the Reporting Person's termination of employment as specified in the option award. /s/ John Ricci, As Attorney-in-Fact 2022-01-07