dSpace Investments Ltd - 06 Dec 2024 Form 4 Insider Report for zSpace, Inc. (ZSPC)

Role
10%+ Owner
Signature
/s/ Pankaj Gupta
Issuer symbol
ZSPC
Transactions as of
06 Dec 2024
Net transactions value
$0
Form type
4
Filing time
06 Dec 2024, 16:16:46 UTC
Previous filing
04 Dec 2024
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ZSPC Common Stock Conversion of derivative security +5,580,670 5,580,670 06 Dec 2024 Direct F1
transaction ZSPC Common Stock Conversion of derivative security +5,670,000 +102% 11,250,670 06 Dec 2024 Direct F2
transaction ZSPC Common Stock Conversion of derivative security +330,000 +2.9% 11,580,670 06 Dec 2024 Direct F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction ZSPC Series A Preferred Stock Conversion of derivative security $0 -5,580,670 -100% $0.000000 0 06 Dec 2024 Common Stock 5,580,670 Direct F1
transaction ZSPC NCNV 1 Preferred Stock Conversion of derivative security $0 -5,670,000 -100% $0.000000 0 06 Dec 2024 Common Stock 5,670,000 Direct F2
transaction ZSPC NCNV 3 Preferred Stock Conversion of derivative security $0 -330,000 -100% $0.000000 0 06 Dec 2024 Common Stock 330,000 Direct F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 dSpace Investments Limited, an entity organized under the law of the Cayman Islands ("dSpace") holds 3,874,946 shares of the Issuer's Series A Preferred Stock. Each share of Series A Preferred Stock entitles the dSpace to 100 votes on all matters submitted to securityholders, and each share of Series A Preferred Stock converted into 1.440193 shares of the Issuer's common stock which is the number of shares of common stock as is determined by dividing (i) $1.1153600, which is the original issue price of $0.774452 of the Series A Preferred Stock, less any amount previously paid in respect thereof in the form of dividends, plus any dividends accrued but unpaid thereon and declared by the Issuer's board of directors by (ii) the original issue price of $0.774452. Such shares of Series A Preferred Stock were automatically convertible into shares of the Issuer's common stock immediately preceding the consummation of the Issuer's initial public offering.
F2 dSpace holds 47,250 shares of the Issuer's NCNV 1 Preferred Stock. The shares of NCNV 1 Preferred Stock do not entitle dSpace to vote on matters submitted to securityholders but entitle dSpace to dividends if declared by the Issuer's board of directors and to preferential payments upon liquidation and certain other corporate actions. Each share of NCNV 1 Preferred Stock converted into a number of shares of the Issuer's common stock, as is determined by dividing (i) $600, the original issuance price of the NCNV 1 Preferred Stock, less any amount previously paid in respect thereof in the form of dividends, plus any dividends accrued but unpaid thereon and declared by the board of directors by (ii) the initial public per share offering price of the Issuer's common stock. Such shares of NCNV 1 Preferred Stock were automatically convertible into shares of the Issuer's common stock immediately preceding the consummation of the Issuer's initial public offering.
F3 dSpace holds 2,750 shares of the Issuer's NCNV 3 Preferred Stock. The shares of NCNV 3 Preferred Stock do not entitle dSpace to vote on matters submitted to securityholders but entitle dSpace to dividends if declared by the Issuer's board of directors and to preferential payments upon liquidation and certain other corporate actions. Each share of NCNV 3 Preferred Stock converted into a number of shares of the Issuer's common stock, as is determined by dividing (i) $600, the original issuance price of the NCNV 3 Preferred Stock, less any amount previously paid in respect thereof in the form of dividends, plus any dividends accrued but unpaid thereon and declared by the board of directors by (ii) the initial public per share offering price of the Issuer's common stock. Such shares of NCNV 3 Preferred Stock were automatically convertible into shares of the Issuer's common stock immediately preceding the consummation of the Issuer's initial public offering.