0001415889-22-003408.txt : 20220328
0001415889-22-003408.hdr.sgml : 20220328
20220328212106
ACCESSION NUMBER: 0001415889-22-003408
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: Udseth Kyle
CENTRAL INDEX KEY: 0001879274
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-31588
FILM NUMBER: 22777196
MAIL ADDRESS:
STREET 1: NORTHERN PACIFIC GROUP
STREET 2: 315 EAST LAKE STREET, 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_060352.xml
X0306
4
2022-03-28
0000022701
Pineapple Holdings, Inc.
PEGY
0001879274
Udseth Kyle
315 EAST LAKE STREET
SUITE 301
WAYZATA
MN
55391
true
true
false
false
CHIEF EXECUTIVE OFFICER
Common Stock
2022-03-28
4
A
0
130687
A
130687
D
The reporting person acquired 83,068 shares of issuer common stock, par value $0.05 per share (the "Common Stock"), in exchange for 850,000 Class P 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 47,619 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 47,619 shares of Common Stock of Earn-Out Consideration, 15,873 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 15,873 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 31,746 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