0001415889-22-003406.txt : 20220328 0001415889-22-003406.hdr.sgml : 20220328 20220328211943 ACCESSION NUMBER: 0001415889-22-003406 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220328 FILED AS OF DATE: 20220328 DATE AS OF CHANGE: 20220328 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Holland Tom CENTRAL INDEX KEY: 0001915881 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31588 FILM NUMBER: 22777192 MAIL ADDRESS: STREET 1: 315 LAKE STREET EAST STREET 2: SUITE 301 CITY: WAYZATA STATE: MN ZIP: 55391 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Pineapple Holdings, Inc. CENTRAL INDEX KEY: 0000022701 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 410957999 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 10900 RED CIRCLE DRIVE CITY: MINNETONKA STATE: MN ZIP: 55343 BUSINESS PHONE: 9529961674 MAIL ADDRESS: STREET 1: 10900 RED CIRCLE DRIVE CITY: MINNETONKA STATE: MN ZIP: 55343 FORMER COMPANY: FORMER CONFORMED NAME: COMMUNICATIONS SYSTEMS INC DATE OF NAME CHANGE: 19950401 4 1 form4-03282022_060318.xml X0306 4 2022-03-28 0000022701 Pineapple Holdings, Inc. PEGY 0001915881 Holland Tom 315 EAST LAKE STREET SUITE 301 WAYZATA MN 55391 true false false false Common Stock 2022-03-28 4 A 0 22620 A 22620 I By Trust The reporting person acquired 7,945 shares of issuer common stock, par value $0.05 per share (the "Common Stock"), in exchange for 81,301 Class A Units of Pineapple Energy, LLC ("Pineapple") pursuant to Pineapple's merger into the issuer (the "Merger") on March 28, 2022 (the "Closing Date"). Additionally, on the Closing Date, the reporting person became entitled to receive 4,554 shares of Common Stock pursuant to an "earn-out" provision (the "Earn-Out Consideration") in the Merger agreement, which entitled certain Pineapple shareholders to receive additional shares of Common Stock if a funding-related condition to the closing of the Merger was satisfied by Pineapple or waived by the issuer. Of the 4,554 shares of Common Stock of Earn-Out Consideration, 1,518 shares of Common Stock are being held in escrow by a third-party escrow agent, (CONTINUED IN FOOTNOTE 2) (CONTINUING FROM FOOTNOTE 1) and will be distributed according to the terms of an escrow agreement that was entered into on the Closing Date by and among the issuer and certain Pineapple shareholders (the "Escrow Agreement"), which states that if the volume weighted average trading price of the Common Stock for the 30 consecutive trading days beginning on April 4, 2022 ("VWAP") is $8.00 per share of Common Stock or higher, the reporting person shall receive all of the 1,518 escrowed shares of Common Stock; however, to the extent the VWAP is below $8.00, the number of shares of Common Stock to be issued shall be reduced in accordance with the formula outlined in Section 6(c)(ii) of the Escrow Agreement. The remaining 3,036 shares of Earn-Out Consideration were issued to the reporting person in connection with the closing of the Merger. The closing price of the issuer's common stock on the Closing Date was $8.18. /s/ Tyler J. Vivian, Attorney-in-Fact 2022-03-28