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 GRID DYNAMICS HOLDINGS, INC. [ GDYN ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 10/15/2021 | ||||||||||||||||||||||||||
| 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 | 10/15/2021 | J(1)(2)(3) | 112,275 | A | $10.19(1)(2)(3) | 14,802,570(4)(5) | D | |||
| 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 | ||||||||
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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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. On October 15, 2021, the Reporting Person received these shares of the Issuer's common stock pursuant to an "earn-out" provision in Section 2.19(e)(ii) of that certain Agreement and Plan of Merger (the "Merger Agreement") dated as of November 13, 2019 by and among the Issuer and the parties listed in the Merger Agreement. |
| 2. (continuation from footnote 1) The Merger Agreement provided that if, after preparing the "Closing Statement" required by the Merger Agreement, the "Post-Closing Adjustment" (which generally relates to cash accounts, working capital and indebtedness at the "Closing Date") was a positive number, the Issuer would be required to issue that number of new shares of common stock of the Issuer equal to the Post-Closing Adjustment divided by the "Parent Stock Signing Price" (i.e. $10.19), and to deposit such shares with the "Exchange Agent" for distribution to the "Shareholders" in accordance with their "Shareholder Pro Rata Shares" (as each such term is defined in the Merger Agreement), for no additional consideration. |
| 3. (continuation from footnote 2) The Reporting Person's right to receive such additional shares in a non-market manner for no additional consideration became fixed and irrevocable on March 5, 2020, the effective date of the merger. Accordingly, by law, the date of acquisition of such earn-out shares for purposes of Section 16(b) is March 5, 2020, the effective date of the merger. |
| 4. These securities are directly held by GDD International Holding Company ("GDD"), which is a wholly-owned subsidiary of GDB International Investment Limited, which is a wholly-owned subsidiary of Automated Systems Holdings Limited, which is a subsidiary controlled by Teamsun Technology (HK) Limited, which is a wholly-owned subsidiary of Beijing Teamsun Technology Co., Ltd. (collectively, the "Teamsun Entities"). |
| 5. Each of the Teamsun Entities may be deemed to beneficially own the securities directly owned by GDD, although each of the Teamsun Entities (other than GDD) disclaims beneficial ownership of such securities, except to the extent of their respective pecuniary interest therein. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than GDD) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. |
| Remarks: |
| BEIJING TEAMSUN TECHNOLOGY CO., LTD., By: /s/ Wang Weihang, Director | 10/19/2021 | |
| TEAMSUN TECHNOLOGY (HK) LIMITED By: /s/ Wang Weihang, Director | 10/19/2021 | |
| AUTOMATED SYSTEMS HOLDINGS LIMITED By: /s/ Wang Yueou, Director | 10/19/2021 | |
| GDB INTERNATIONAL INVESTMENT LIMITED By: /s/ Wang Yueou, Director | 10/19/2021 | |
| GDD INTERNATIONAL HOLDING COMPANY By: Wang Yueou, Director | 10/19/2021 | |
| ** 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. | ||