Petrus Trust Company, LTA Form 4 Cricut / Trust Company, LTA Petrus ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Petrus Trust Company, LTA

(Last) (First) (Middle)

3000 TURTLE CREEK BOULEVARD

(Street)

DALLAS TX 75219

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Cricut, Inc. [ CRCT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/16/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	02/16/2022		C(1)		1,145,895	A	(1)	1,145,895	I	See footnotes(2)(3)(4)
Class A Common Stock	02/16/2022		J(1)		1,145,895	D	(1)	0	I	See footnotes(2)(3)(4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(1)	02/16/2022		C(1)			1,145,895	(5)	(5)	Class A Common Stock	1,145,895	(5)	6,458,578	I	See footnotes(2)(3)(4)
Class B Common Stock	(1)	02/16/2022		J(1)			375,000	(5)	(5)	Class A Common Stock	375,000	(5)	6,083,578	I	See footnotes(2)(3)(4)

1. Name and Address of Reporting Person^*

Petrus Trust Company, LTA

(Last) (First) (Middle)

3000 TURTLE CREEK BOULEVARD

(Street)

DALLAS TX 75219

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Petrus Employee Profit Share, L.P.

(Last) (First) (Middle)

3000 TURTLE CREEK BOULEVARD

(Street)

DALLAS TX 75219

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

PAM Partners GP, LLC

(Last) (First) (Middle)

3000 TURTLE CREEK BOULEVARD

(Street)

DALLAS TX 75219

(City) (State) (Zip)

Explanation of Responses:

1. On February 16, 2021, Petrus Employee Profit Share, L.P. (PAM2) distributed, without consideration and in accordance with its partnership agreement, 1,520,895 shares of Class B Common Stock to its limited partners. The limited partners of PAM2 are employees of the Petrus Asset Management division of the Petrus Trust Company, LTA (PTC), and PAM2's shares are being distributed to the employee limited partners in five annual distributions starting in 2022. The distribution is exempt under Rule 16a-9(a) and Rule 16a-13 of the Securities Exchange Act of 1934, as amended (the Act). As a result of the distribution and pursuant to the Issuer's amended and restated certificate of incorporation, 1,145,895 shares of the Issuer's Class B Common Stock automatically converted into 1,145,895 shares of the Issuer's Class A Common Stock; the remaining 375,000 shares remained shares of the Issuer's Class B Common Stock pursuant to the Issuer's amended and restated certificate of incorporation.

2. The shares are directly held by PAM2. PAM Partners GP, LLC (PAM Partners GP) serves as the general partner of, and may be deemed to beneficially own securities owned by, PAM2. PTC serves (a) as an investment advisor to, and may be deemed to beneficially own securities owned by, PAM2, and (b) as trustee of, and may be deemed to indirectly beneficially own securities beneficially owned by, the sole member of PAM Partners GP.

3. Each reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities covered by this statement. Each reporting person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities.

4. Each reporting person may be deemed to be a member of a group with respect to the issuer or securities of the issuer for purposes of Section 13(d) or 13(g) of the Act. Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, a member of a group with respect to the issuer or securities of the issuer.

5. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder and has no expiration date.

	/s/ Jonathan Covin, General Counsel, Petrus Trust Company, LTA	02/18/2022
	/s/ Jonathan Covin, General Counsel, Petrus Trust Company, LTA, trustee of the sole member of PAM Partners GP, LLC, general partner of Petrus Employee Profit Share, L.P.	02/18/2022
	/s/ Jonathan Covin, General Counsel, Petrus Trust Company, LTA, trustee of the sole member of PAM Partners GP, LLC	02/18/2022
	** Signature of Reporting Person	Date
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