| 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 CuriosityStream Inc. [ CURI ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 11/18/2020 | ||||||||||||||||||||||||||
| 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 | 11/18/2020 | J(1) | 3,737,500(1) | D | (1) | 0(1) | I | By the Sponsor(3) | ||
| Common Stock | 11/18/2020 | J(1) | 1,554,438(1)(2) | A | (1) | 1,554,438(1)(2) | I | By AKN SWAG I, LLC(4) | ||
| 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 | ||||||||
| Warrants | $11.5 | 11/18/2020 | J(5) | 3,676,000(5) | (6) | (7) | Common Stock | 3,676,000(5) | $1(5) | 0(5) | I | By the Sponsor(5) | |||
| Warrants | $11.5 | 11/18/2020 | J(5) | 1,562,300(5) | (6) | (7) | Common Stock | 1,562,300(5) | $1(5) | 1,562,300(5) | I | By AKN SWAG I, LLC(4) | |||
| Explanation of Responses: |
| 1. Pro rata distribution of shares of common stock, par value $0.0001 per share ("Common Stock"), of CuriosityStream Inc. (the "Company") from Software Acquisition Holdings, LLC (the "Sponsor") to certain of its members. The shares of Common Stock distributed are subject to certain restrictions on transfer. |
| 2. Includes unvested restricted shares totaling 953,063 which will vest upon achievement of certain stock price performance conditions. |
| 3. Pro rata distribution of Common Stock from the Sponsor, of which the reporting person is a managing member. |
| 4. The reporting person holds these securities indirectly as the reporting person is a managing member of AKN SWAG I, LLC and may be deemed to share beneficial ownership of the securities held directly by AKN SWAG I, LLC, and disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest he may have therein, directly or indirectly. |
| 5. Pro rata distribution of warrants from the Sponsor to certain of its members. Each whole warrant is exercisable to purchase one share of Common Stock, subject to adjustment pursuant to the terms of the warrants. |
| 6. The warrants will become exercisable, if at all, at the later of (i) 30 days after the completion of Issuer's initial business combination and (ii) 12 months from the effective date of the registration statement relating to an initial public offering. |
| 7. The warrants will expire on the fifth anniversary of the completion of Issuer's initial business combination or earlier upon redemption or liquidation, as described under the heading "Description of Securities - Redeemable Warrants" in the Issuer's registration statement on Form S-1 (File No. 333-234327). |
| /s/ Andrew Nikou | 11/20/2020 | |
| ** 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. | ||
