| 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
A.K.A. BRANDS HOLDING CORP. [ AKA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/06/2023 | ||||||||||||||||||||||||||
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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, par value $0.001 per share | 20,591,189 | I | See Footnote(1) | |||||||
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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 Options (right to buy)(2) | $0.53 | 09/06/2023 | A | 1,000,000 | (2) | 09/06/2033 | Common Stock, par value $0.001 per share | 1,000,000 | $0 | 1,000,000 | D | ||||
| Stock Options (right to buy)(2) | $5 | 09/06/2023 | A | 1,000,000 | (2) | 09/06/2033 | Common Stock, par value $0.001 per share | 1,000,000 | $0 | 1,000,000 | D | ||||
| Stock Options (right to buy)(2) | $10 | 09/06/2023 | A | 1,000,000 | (2) | 09/06/2033 | Common Stock, par value $0.001 per share | 1,000,000 | $0 | 1,000,000 | D | ||||
| Stock Options (right to buy)(2) | $15 | 09/06/2023 | A | 2,000,000 | (2) | 09/06/2033 | Common Stock, par value $0.001 per share | 2,000,000 | $0 | 2,000,000 | D | ||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Represents 20,591,189 shares of common stock held of record by The Bryett Enterprises Trust. The Bryett Enterprises Trust's primary beneficiaries are Eirin Bryett and Wesley Bryett and The Bryett Enterprises Trust is 100% owned by the Bryett Enterprises Pty Ltd., whose sole director is Wesley Bryett and whose two shareholders are Eirin Bryett and Wesley Bryett. Wesley Bryett has sole voting and dispositive power over the 20,591,189 shares of common stock held of record by The Bryett Enterprises Trust. |
| 2. Represents performance-based stock options that may be earned in four separate tranches based on the achievement of predetermined per share stock price goals for each tranche. The performance-based stock options shall vest and become exercisable on the later of (i) the first anniversary of the grant date and (ii) the date on which the per share stock price goal of the applicable tranche is met, as set forth in the option award agreement, and subject to the Reporting Person's continued service with the Company through such date, subject to the terms as set forth in the option award agreement. The per share stock price will be determined by the trailing 20-day average closing price of the Common Stock or, in the event of a change in control of the Company, the consideration paid by an acquiror. |
| Remarks: |
| /s/ Ciaran Long, as attorney-in-fact for Wesley Bryett | 09/08/2023 | |
| /s/ Ciaran Long, as attorney-in-fact for Bryett Enterprises Party Ltd. | 09/08/2023 | |
| /s/ Ciaran Long, as attorney-in-fact for The Bryett Enterprises Trust | 09/08/2023 | |
| ** 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. | ||
