James O. Donnally - Apr 25, 2025 Form 4 Insider Report for Innventure, Inc. (INV)

Role
Director
Signature
/s/ Suzanne Niemeyer, Attorney-in-Fact
Stock symbol
INV
Transactions as of
Apr 25, 2025
Transactions value $
$19,703,530
Form type
4
Date filed
4/28/2025, 04:28 PM
Previous filing
Apr 24, 2025

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction INV Common Stock Other $19.7M +3.94M +532.84% $5.00 4.68M Apr 25, 2025 See footnote F1, F2
holding INV Common Stock 7.38K Apr 25, 2025 Direct
holding INV Common Stock 1.5M Apr 25, 2025 See footnote 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 INV Series C Preferred Stock Other -1.97M -100% 0 Apr 25, 2025 Common Stock 3.94M $5.00 See footnote F1, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On April 25, 2025, the Glockner Family Venture Fund (the "Glockner Fund") converted 1,970,353 shares of Series C preferred stock, par value $0.0001 per share ("Series C Preferred Stock"), at the Series C conversion rate of 2.00, resulting in the issuance to the Glockner Fund of 3,940,706 shares of Innventure, Inc. (the "Issuer") common stock, par value $0.0001 per share ("Common Stock"). The Series C Preferred Stock of the Issuer is convertible into a number of shares of Common Stock equal to the Series C conversion rate, which is a fraction whose numerator is $10.00, and whose denominator is the lesser of (i) the Reset Conversion Price and (ii) $12.50, multiplied by the number of shares of Series C Preferred Stock held by such holder. The Reset Conversion Price is the greater of (i) $5.00 and (ii) the 10-trading day volume-weighted average Nasdaq Stock Market official closing price of the Common Stock, and, on April 25, 2025, the Reset Conversion Price was $5.00.
F2 Represents shares of Common Stock held directly by the Glockner Fund. The Reporting Person is a 25% owner of the Glockner Fund and is a 25% owner and the Managing Member of Bellringer Consulting Group, LLC ("Bellringer"), the general partner of the Glockner Fund. The Reporting Person has no authority over the Glockner Fund's decision-making with respect to equity or debt investments in the Issuer and disclaims beneficial ownership of the shares reported herein except to the extent of his pecuniary interest therein, if any. The inclusion of these shares in this report shall not be deemed an admission that the Reporting Person is a beneficial owner of the securities reported in this filing for purposes of Section 16 of the Exchange Act of 1934 (the "Exchange Act").
F3 Reflects shares of Common Stock held directly by the James O. Donnally Revocable Trust (the "Donnally Trust"). The Reporting Person has voting and investment power over the shares of Common Stock held by the Donnally Trust.
F4 Represented shares of Series C Preferred Stock held directly by the Glockner Fund. The Reporting Person is a 25% owner of the Glockner Fund and is a 25% owner and the Managing Member of Bellringer, the general partner of the Glockner Fund. The Reporting Person has no authority over the Glockner Fund's decision-making with respect to equity or debt investments in the Issuer and disclaims beneficial ownership of the shares reported herein except to the extent of his pecuniary interest therein, if any. The inclusion of these shares in this report shall not be deemed an admission that the Reporting Person is a beneficial owner of the securities reported in this filing for purposes of Section 16 of the Exchange Act.