Clinton Larry Stinchcomb Form 4 CuriosityStream / Clinton Larry Stinchcomb 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^*

Stinchcomb Clinton Larry

(Last) (First) (Middle)

8484 GEORGIA AVE., SUITE 700

(Street)

SILVER SPRING MD 20910

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/28/2023

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

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
Restricted Stock Units	(1)(2)	07/28/2023		A		692,887		(2)	(2)	Common Stock	692,887	(1)	692,887	D
Restricted Stock Units	(1)(3)	07/28/2023		A		392,097		(3)	(3)	Common Stock	392,097	(1)	392,097	D
Stock Options (right to buy)	$4.2	07/28/2023		D			315,593	(4)	(4)	Common Stock	315,593	(1)	0	D
Stock Options (right to buy)	$4.04	07/28/2023		D			16,067	(5)	(5)	Common Stock	16,067	(1)	0	D
Stock Options (right to buy)	$4.04	07/28/2023		D			618,561	(5)	(5)	Common Stock	618,561	(1)	0	D
Stock Options (right to buy)	$8.77	07/28/2023		D			2,038,570	(6)	(6)	Common Stock	2,038,570	(1)	0	D
Stock Options (right to buy)	$11.5	07/28/2023		D			355,500	(5)	(5)	Common Stock	355,500	(1)	0	D

Explanation of Responses:

1. Pursuant to the Company's cancellation of certain "underwater" stock options granted to employees and executive officers and replacement thereof with restricted stock units ("RSUs") (the "Option Cancellation and Exchange"), on July 28, 2023, the Compensation Committee of the Board of Directors of the Company approved the cancellation of Mr. Stinchcomb's options to purchase 3,344,291 shares of common stock, granted under the Company's 2020 Omnibus Incentive Plan (the "Plan"), and granted Mr. Stinchcomb RSUs of approximately equal fair value of the cancelled stock options, valued as of July 14, 2023.

2. On July 28, 2023, pursuant to the Option Cancellation and Exchange, in exchange for Mr. Stinchcomb's fully vested cancelled stock options, the Company granted Mr. Stinchcomb 692,887 RSUs under the Plan. Each RSU represents a contingent right to receive one share of common stock. The RSUs granted will vest on July 28, 2024.

3. On July 28, 2023, pursuant to the Option Cancellation and Exchange, in exchange for Mr. Stinchcomb's unvested cancelled stock options, the Company granted Mr. Stinchcomb 392,097 RSUs under the Plan. Each RSU represents a contingent right to receive one share of common stock. The RSUs granted will vest as follows: 31,610 shares on August 2, 2023; and 360,487 shares in equal increments on November 2, 2023 and November 2, 2024.

4. Includes unvested option to purchase 78,898 shares of the Company's common stock, which would have vested on August 2, 2023.

5. Represents a fully vested option award.

6. Includes unvested option to purchase 1,019,285 shares of the Company's common stock, which would have vested ratably on November 2, 2023 and November 2, 2024.

	/s/ Marianna Shelenkova as attorney-in-fact for Clint Stinchcomb	08/01/2023
	** Signature of Reporting Person	Date
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