Grindr (GRND) Form 4 Grindr / George Raymond Zage III 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^*

Zage George Raymond III

(Last) (First) (Middle)

C/O GRINDR INC.

750 N. SAN VICENTE BLVD. STE RE1400

(Street)

WEST HOLLYWOOD CA 90069

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Grindr Inc. [ GRND ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/14/2022

4. 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 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
Common Stock, par value $0.0001 per share								5,200,000	D
Common Stock, par value $0.0001 per share	12/14/2022		C(1)		381,314	A	$2,398,439.5	72,387,647	I	By Corporation(2)(3)
Common Stock, par value $0.0001 per share	12/14/2022		C(4)		554,639	A	$2,398,439.5	72,942,286	I	By Corporation(2)(3)

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
Options	$2.56	12/14/2022		C(1)			381,314	(1)	(1)	Common Stock	381,314	(1)	0	I	By Corporation(2)(3)
Options	(4)	12/14/2022		P(4)		554,639		(4)	(4)	Common Stock	554,639	(4)	0	I	By Corporation(2)(3)
Options	$2.56	12/14/2022		C(4)			554,639	(4)	(4)	Common Stock	554,639	(4)	0	I	By Corporation(2)(3)

Explanation of Responses:

1. Relates to the exercise of an option to acquire Common Stock of the Issuer from another shareholder within 30 days of the consummation of the Business Combination (as defined in the Issuer's proxy statement (Registration No. 333-264902) ("Proxy")).

2. As described in the Proxy, shares of the Issuer's Common Stock were issued to San Vicente Holdings LLC, ("SVH") in exchange for Grindr Group LLC ("LG") Series X ordinary units indirectly held by SVH. The Reporting Person indirectly had a 43% non-voting, economic only interest in LG through Tiga SVH Investments Ltd. ("TSVH"), which held a 54.1% non-voting, economic only interest in SVH. Tiga Investments Pte. Ltd. ("TI") is the sole equityholder of TSVH and exercises ultimate voting and investment power of the shares held by TSVH. TI acquired the right to exercise the options and has exercised and upon settlement will receive the shares of Common Stock disclosed herein, being 935,953 shares of Common Stock, with the remaining 72,006,333 shares of Common Stock that are indirectly held by the Reporting Person being held by TSVH. The Reporting Person is the sole equityholder of TI and exercises ultimate voting and investment power of the shares held by TI.

3. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. The inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

4. TI acquired from Longview Capital SVH LLC the right to receive shares in respect of an option to acquire 554,639 shares of Common Stock of the Issuer from another shareholder within 30 days of the consummation of the Business Combination and exercised that option upon acquisition. TI has granted Longview Capital Holdings LLC the option to acquire up to 297,157 shares of Common Stock at an exercise price of $5.52 per share which is exercisable before or on June 15, 2023.

Remarks:

	/s/ William Shafton, Attorney-in-fact	12/16/2022
	** 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).
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