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)
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2. Issuer Name and Ticker or Trading Symbol
Grindr Inc. [ GRND ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/01/2024 | ||||||||||||||||||||||||||
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 |
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 | ||||||||
Call Option (right to buy) | $7.51(1) | 04/01/2024 | P | 222,605 | 04/01/2024 | 12/31/2024 | Common Stock | 222,605 | $2.62 | 222,605 | I | By LLC(2) | |||
Call Option (right to buy) | $6.69(3) | 04/01/2024 | P | 258,728 | 04/01/2024 | 12/31/2024 | Common Stock | 258,728 | $3.44 | 258,728 | I | By LLC(2) | |||
Call Option (right to buy) | $6.46(4) | 04/01/2024 | P | 142,805 | 04/01/2024 | 12/31/2024 | Common Stock | 142,805 | $3.67 | 142,805 | I | By LLC(2) |
Explanation of Responses: |
1. The exercise price may be adjusted for certain pre-specified events, including stock splits, stock dividends, and if at any time the then volume weighted average price of the Issuer's Common Stock for the previous five consecutive trading days is less than or equal to $5.00 (as may be adjusted for similar prior adjustments). |
2. The Option is held by Big Timber Holdings, LLC, a Nevis limited liability company ("Big Timber"). The Reporting Person is the Manager and sole member of Big Timber and exercises ultimate voting and investment power over the Option and any shares of the Issuer's Common Stock that may be acquired by Big Timber as a result of exercise of the Option. |
3. The exercise price may be adjusted for certain pre-specified events, including stock splits, stock dividends, and if at any time the then volume weighted average price of the Issuer's Common Stock for the previous five consecutive trading days is less than or equal to $4.86 (as may be adjusted for similar prior adjustments). |
4. The exercise price may be adjusted for certain pre-specified events, including stock splits, stock dividends, and if at any time the then volume weighted average price of the Issuer's Common Stock for the previous five consecutive trading days is less than or equal to $4.69 (as may be adjusted for similar prior adjustments). |
/s/ William Shafton, Attorney-in-Fact | 04/02/2024 | |
** 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 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. |