CuriosityStream (CURI) Form 3 CuriosityStream / Phillip Brady Hayden ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person^*

Hayden Phillip Brady

(Last) (First) (Middle)

8484 GEORGIA AVE

SUITE 700

(Street)

SILVER SPRING MD 20910

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/31/2024

3. Issuer Name and Ticker or Trading Symbol
CuriosityStream Inc. [ CURI ]

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

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

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

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

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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	1,000	I	Held by P. Brady Hayden Revocable Trust, of which Mr. Hayden is the trustee.
Common Stock	24,000	I	Held by Plan Z, LLC, of which Mr. Hayden is managing member.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	01/01/2025	(1)	Common Stock	25,000	(1)	D
Restricted Stock Units	(2)	(2)	Common Stock	50,000	(2)	D

Explanation of Responses:

1. On January 1, 2024, the Company granted Mr. Hayden 25,000 restricted stock units under the Company's 2020 Omnibus Incentive Plan (the "Plan"). Each restricted stock unit represents a contingent right to receive one share of common stock. The restricted stock units granted will vest on January 1, 2025, and will be settled upon vesting (or within 30 days thereafter).

2. On May 8, 2024, the Company granted Mr. Hayden 50,000 restricted stock units ("RSUs") under the Plan. Each RSU represents a contingent right to receive one share of common stock. The RSUs granted will vest one half upon the date that the Board or Compensation Committee of the Board determines that the Company has achieved $3,000,000 in adjusted free cash flow ("First Condition"); and one half upon the date that the Board or the Committee determines that the Company has achieved adjusted free cash flow of $5,300,000 (together with the First Condition, the "Performance Conditions"); in the event that the Performance Conditions are not met, then in three substantially equal annual installments on each of the first, second, and third anniversaries of the Grant Date; and will be settled upon vesting (or within 30 days thereafter). All vesting events are subject to continued employment on each applicable vesting date.

Remarks:

Exhibit 24, Power of Attorney, is attached.

	/s/ P. Brady Hayden	05/31/2024
	** 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 5 (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).
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