0000899243-22-030063.txt : 20220830 0000899243-22-030063.hdr.sgml : 20220830 20220830160021 ACCESSION NUMBER: 0000899243-22-030063 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220826 FILED AS OF DATE: 20220830 DATE AS OF CHANGE: 20220830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Software Acquisition Holdings III LLC CENTRAL INDEX KEY: 0001841796 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40682 FILM NUMBER: 221214483 BUSINESS ADDRESS: STREET 1: 1980 FESTIVAL PLAZA DRIVE, SUITE 300 CITY: LAS VEGAS STATE: NV ZIP: 89135 BUSINESS PHONE: 310-991-4982 MAIL ADDRESS: STREET 1: 1980 FESTIVAL PLAZA DRIVE, SUITE 300 CITY: LAS VEGAS STATE: NV ZIP: 89135 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Software Acquisition Group Inc. III CENTRAL INDEX KEY: 0001841800 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1980 FESTIVAL PLAZA DRIVE, SUITE 300 CITY: LAS VEGAS STATE: NV ZIP: 89135 BUSINESS PHONE: 310-991-4982 MAIL ADDRESS: STREET 1: 1980 FESTIVAL PLAZA DRIVE, SUITE 300 CITY: LAS VEGAS STATE: NV ZIP: 89135 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2022-08-26 0 0001841800 Software Acquisition Group Inc. III NOGN 0001841796 Software Acquisition Holdings III LLC 1980 FESTIVAL PLAZA DRIVE, SUITE 300 LAS VEGAS NV 89135 0 0 1 0 Common Stock 2022-08-26 4 M 0 5701967 A 5701967 D Class B Common Stock 2022-08-26 4 M 0 5701967 D 2021-07-28 Class A Common Stock 5701967 0 D Warrants 11.50 2021-07-28 4 J 0 9982754 1.00 A 2022-09-25 Common Stock 9982754 9982754 D In connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated February 14, 2022, by and among Software Acquisition Group Inc. III ("SWAG"), Nuevo Merger Sub, Inc., and Branded Online, Inc. (dba Nogin) (the transactions contemplated thereby, the "Business Combination"), SWAG changed its name to Nogin, Inc. ("Nogin"). Reflects the conversion of 5,701,967 shares of Class B common stock, par value $0.0001 per share, of Nogin into 5,701,967 shares of common stock of Nogin, par value $0.0001 per share, on a one-for-one basis pursuant to the closing of the Business Combination. As described in SWAG's registration statement on Form S-1 (File No. 333-253230) under the heading "Description of Securities-Founder Shares", the shares of Class B common stock, par value $0.0001 per share, will automatically convert into shares of Class A common stock, par value $0.0001 per share, of the issuer at the time of SWAG's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date. This amount gives effect to the forfeiture of 48,033 shares of Class B common stock prior to the consummation of the Business Combination. No other shares are subject to forfeiture. Jonathan S. Huberman, Mike Nikzad, and Andrew K. Nikou are the managing members of the Sponsor and have voting and investment discretion with respect to the securities held by the Sponsor. As such, Messrs. Huberman, Nikzad and Nikou may be deemed to share beneficial ownership of the shares of Class A common stock held directly by the Sponsor. Each of Messrs. Huberman, Nikzad and Nikou disclaim any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly. In connection SWAG's initial public offering ("IPO"), the reporting person purchased in a private placement 9,982,754 warrants that became exercisable upon the consummation of the Business Combination. Each warrant entitles the reporting person to purchase one share of common stock of Nogin for $11.50. The warrants are exercisable during the period commencing during 30 days after the consummation of the Business Combination and terminating at 5:00 pm New York City time on the earlier to occur of (i) five years from the consummation of the Business Combination and (ii) the Redemption Date (as defined in the Warrant Agreement, dated as of July 28, 2021 by and between SWAG and Continental Transfer & Trust Company). /s/ Jonathan S. Huberman, Authorized Signatory 2022-08-30