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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Cyngn, Inc. [ CYN ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 10/22/2021 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Common Stock | 10/22/2021 | C | 1,710,026 | A | (1) | 1,710,026 | D | |||
| Common Stock | 10/22/2021 | C | 43,847 | A | (1) | 43,847 | I | By Redpoint Associates IV, LLC(2) | ||
| Common Stock | 10/22/2021 | C | 560,196 | A | (1) | 2,270,222 | D | |||
| Common Stock | 10/22/2021 | C | 14,364 | A | (1) | 58,211 | I | By Redpoint Associates IV, LLC(2) | ||
| Common Stock | 10/22/2021 | C | 132,033 | A | (1) | 2,402,255 | D | |||
| Common Stock | 10/22/2021 | C | 3,385 | A | (1) | 61,596 | I | By Redpoint Associates IV, LLC(2) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Series A Preferred Stock | (1) | 10/22/2021 | C | 1,710,026 | (1) | (1) | Common Stock | 1,710,026 | $0.00 | 0 | D | ||||
| Series A Preferred Stock | (1) | 10/22/2021 | C | 43,847 | (1) | (1) | Common Stock | 43,847 | $0.00 | 0 | I | By Redpoint Associates IV, LLC(2) | |||
| Series B Preferred Stock | (1) | 10/22/2021 | C | 560,196 | (1) | (1) | Common Stock | 560,196 | $0.00 | 0 | D | ||||
| Series B Preferred Stock | (1) | 10/22/2021 | C | 14,364 | (1) | (1) | Common Stock | 14,364 | $0.00 | 0 | I | By Redpoint Associates IV, LLC(2) | |||
| Series C Preferred Stock | (1) | 10/22/2021 | C | 132,033 | (1) | (1) | Common Stock | 132,033 | $0.00 | 0 | D | ||||
| Series C Preferred Stock | (1) | 10/22/2021 | C | 3,385 | (1) | (1) | Common Stock | 3,385 | $0.00 | 0 | I | By Redpoint Associates IV, LLC(2) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. The shares of Preferred Stock automatically converted into shares of the Company's Common Stock immediately prior to the consummation of the Company's initial public offering for no additional consideration, on a one-for-one basis, and had no expiration date. |
| 2. Redpoint Ventures IV, LLC ("RV IV LLC") is the sole general partner of Redpoint Ventures IV, L.P. ("RV IV"). RV IV LLC and Redpoint Associates IV, LLC ("RA IV") are under common control. As such, RV IV LLC has sole voting and investment control over the shares owned by RV IV, and may be deemed to beneficially own the shares held by RV IV. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein, except to the extent of its respective pecuniary interest therein. |
| Remarks: |
| REDPOINT VENTURES IV, L.P. By: Redpoint Ventures IV, LLC, its General Partner By: /s/ Scott Raney, Managing Director | 10/26/2021 | |
| REDPOINT ASSOCIATES IV, LLC By: /s/ Scott Raney, Managing Director | 10/26/2021 | |
| REDPOINT VENTURES IV, LLC By: /s/ Scott Raney, Managing Director | 10/26/2021 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||