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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock Units | (1) | 05/28/2022 | D(2) | 275,850 | (3) | (3) | Common Stock | 275,850 | $ 0 | 0 | D | ||||
$11 Retention Restricted Stock Units | (4) | 05/28/2022 | D(2) | 47,087 | 03/25/2022 | 03/25/2027 | Common Stock | 47,087 | $ 0 | 0 | D | ||||
$13 Retention Restricted Stock Units | (5) | 05/28/2022 | D(2) | 39,832 | 03/25/2022 | 03/25/2027 | Common Stock | 39,832 | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Hageman Hilary 6800 BROKEN SOUND PARKWAY, SUITE 200 BOCA RATON, FL 33487 |
See Remarks |
/s/ Hageman Hilary | 06/01/2022 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Each restricted stock unit represented a contingent right to receive one share of LLAP common stock subject to a time-based vesting condition, which is summarized herein, and a Liquidity Event vesting condition. The Liquidity Event vesting condition was satisfied on March 25, 2022 upon the closing of LLAP's business combination. |
(2) | The restricted stock units were canceled by LLAP effective May 28, 2022. |
(3) | The restricted stock units were to vest in four equal annual installments on the anniversary of the vesting start date. Vesting start date was August 23, 2021. |
(4) | Each retention restricted stock unit represented a contingent right to receive one share of LLAP common stock. Such restricted stock was to vest upon satisfying two remaining conditions: (i) Reporting Person must be in continuous employment with the Issuer or its subsidiaries for one year starting on March 25, 2022 and (ii) the market price of LLAP common stock being at or greater than $11/share in 20 out of 30 trading days during a five year period starting March 25, 2022. |
(5) | Each retention restricted stock unit represented a contingent right to receive one share of LLAP common stock. Such restricted stock was to vest upon satisfying two remaining conditions: (i) Reporting Person must be in continuous employment with the Issuer or its subsidiaries for one year starting on March 25, 2022 and (ii) the market price of LLAP common stock being at or greater than $13/share in 20 out of 30 trading days during a five year period starting March 25, 2022. |
Remarks: Executive Vice President, General Counsel and Corporate Secretary |