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)
| 2. Issuer Name and Ticker or Trading Symbol Original Bark Co [ BARK ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 06/01/2021 | ||||||||||||||||||||||||||
| 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 | 06/01/2021 | A | 6,119 | A | (1) | 6,119 | D | |||
| 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 | ||||||||
| Stock Option (right to buy) | $0.38 | 06/01/2021 | A | 518,346 | (2) | 02/01/2025 | Common Stock | 518,346 | $0.00 | 518,346 | D | ||||
| Stock Option (right to buy) | $0.38 | 06/01/2021 | A | 5,875 | (3) | 01/01/2026 | Common Stock | 5,875 | $0.00 | 5,875 | D | ||||
| Stock Option (right to buy) | $0.88 | 06/01/2021 | A | 874,256 | (4) | 07/31/2027 | Common Stock | 874,256 | $0.00 | 874,256 | D | ||||
| Stock Option (right to buy) | $1.39 | 06/01/2021 | A | 524,553 | (5) | 10/31/2029 | Common Stock | 524,553 | $0.00 | 524,553 | D | ||||
| Explanation of Responses: |
| 1. The shares of Common Stock were received in exchange for 700 common stock of Barkbox, Inc. ("BARK") in connection with the merger of BARK with and into a wholly owned subsidiary of the Issuer (the "Merger").. On the closing date of the Merger, the price of the Company's Common Stock was $11.24 per share. |
| 2. The Stock Option was received in exchange for an option to purchase 59,290 shares of common stock of BARK in connection with the Merger. The Stock Option is fully vested. |
| 3. The Stock Option was received in exchange for an option to purchase 672 shares of common stock of BARK in connection with the Merger. The Stock Option is fully vested. |
| 4. The Stock Option was received in exchange for an option to purchase 100,000 shares of common stock of BARK in connection with the Merger. The Stock Option shall vest over a five-year period in 60 equal monthly installments after August 1, 2017, provided, that the Reporting Person remains in continuous service on each such vesting date. The Stock Option is also subject to acceleration in the event the Reporting Person is subject to a qualifying involuntary termination of employment in connection with the sale of the Issuer. |
| 5. The Stock Option was received in exchange for an option to purchase 60,000 shares of common stock of BARK in connection with the Merger. The Stock Option shall vest over a four-year period in 48 equal monthly installments after November 1, 2019, provided, that the Reporting Person remains in continuous service on each such vesting date. |
| Remarks: |
| /s/ Matthew S. Miller, Attorney-in-Fact | 06/03/2021 | |
| ** 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. | ||