| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | NOGN | Common Stock | Award | +23,482 | 23,482 | 26 Aug 2022 | Direct | F1 | |||
| transaction | NOGN | Common Stock | Conversion of derivative security | +5,701,967 | 5,701,967 | 26 Aug 2022 | See footnote | F1, F2 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | NOGN | 7.00% Senior Convertible Notes | Purchase | $500,000 | $500,000 | 26 Aug 2022 | Common Stock | 43,478 | $11.50 | Direct | F3, F4, F5 | |||
| transaction | NOGN | PIPE Warrant | Purchase | +10,714 | 10,714 | 26 Aug 2022 | Common Stock | 10,714 | $11.50 | Direct | F5 | |||
| transaction | NOGN | Private Placement Warrant | Purchase | $9,982,754 | +9,982,754 | $1.00 | 9,982,754 | 26 Aug 2022 | Common Stock | 9,982,754 | $11.50 | See footnote | F2 | |
| transaction | NOGN | Class B Common Stock | Conversion of derivative security | $0 | -5,701,967 | -100% | $0.000000* | 0 | 26 Aug 2022 | Common Stock | 5,701,967 | See footnote | F2, F6 |
| Id | Content |
|---|---|
| F1 | Pursuant to the business combination (the "Business Combination") of Software Acquisition Group Inc. III and Branded Online, Inc. (d/b/a Nogin) ("Legacy Nogin"), as contemplated by an agreement and plan of merger, dated as of February 14, 2022 and as amended on April 20, 2022 and August 26, 2022 (as amended, the "Merger Agreement"), each share of common stock and preferred stock of Legacy Nogin, in each case outstanding immediately prior to the effective time of the business combination, was cancelled and converted into the right to receive shares of the Issuer's Common Stock and, at each Legacy Nogin stockholder's election, cash consideration. |
| F2 | Reflects securities held of record by Software Acquisition Holdings III LLC (the "Sponsor"). The reporting person is the managing member of the Sponsor, and as a result, may be deemed to share beneficial ownership of the securities held by the Sponsor. The reporting person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein. |
| F3 | The conversion rate for the 7.00% Senior Convertible Notes (the "Notes") is initially 86.9565 shares of the Issuer's Common Stock per $1,000 principal amount of Notes (equivalent to an initial conversion price of approximately $11.50 per share of Common Stock). The conversion rate is subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. |
| F4 | Holders may convert the Notes at any time until the close of business on August 28, 2026. |
| F5 | The reporting person executed a subscription agreement, dated April 19, 2022 (the "PIPE Subscription Agreement"), for $0.5 million aggregate principal amount of the Notes. Pursuant to the PIPE Subscription Agreement, the reporting person also received a pro rata portion of warrants for no additional consideration. |
| F6 | Each share of Class B Common Stock automatically converted into one share of Common Stock of the Issuer at consummaion of the Business Combination. |