James Fu Bin Lu - 15 Sep 2023 Form 4 Insider Report for Grindr Inc. (GRND)

Role
Director, 10%+ Owner
Signature
/s/ William Shafton, Attorney-in-fact
Issuer symbol
GRND
Transactions as of
15 Sep 2023
Transactions value $
-$7,627,216
Form type
4
Filing time
19 Sep 2023, 17:15:27 UTC
Previous filing
19 Dec 2022
Next filing
04 Jan 2024
SEC
View on sec.gov

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 GRND Guaranteed Exchangeable Note (Initial Issue) Sale -$2.95M $2.95M 15 Sep 2023 Common Stock 393K $7.51 By Longview Grindr Holdings Limited F1, F2, F3, F4, F5
transaction GRND Guaranteed Exchangeable Note (Second Issue) Sale -$3.05M $3.05M 15 Sep 2023 Common Stock 456K $6.69 By Longview Grindr Holdings Limited F1, F3, F4, F5, F6
transaction GRND Guaranteed Exchangeable Note (Third Issue) Sale -$1.63M $1.63M 15 Sep 2023 Common Stock 252K $6.46 By Longview Grindr Holdings Limited F1, F3, F4, F5, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 These Guaranteed Exchangeable Notes (each, a "Note" and, collectively, the "Notes") are issued by Longview Grindr Holdings Limited ("LGHL") under the terms and conditions of that certain Exchangeable Note Instrument, dated September 15, 2023.
F2 The conversion price was determined by multiplying the volume weighted average price of the Issuer's Common Stock for the last five consecutive trading days (the "Spot VWAP") as of March 30, 2023, which was $6.26, by 120%. If at any time the Spot VWAP is less than or equal to 80% of the then effective Spot VWAP for five consecutive trading days, the Spot VWAP for the purposes of determining the conversion price will be automatically adjusted downwards to the Spot VWAP calculated as of the fifth such consecutive trading day.
F3 Each note may be converted when the underlying shares of the Issuer's Common Stock may be transferred without restrictions or encumbrances and are freely tradeable.
F4 The Note matures on March 30, 2024.
F5 The Note is issued by LGHL. The Reporting Person is the sole equityholder of LGHL and exercises voting and investment power with respect to LGHL.
F6 The conversion price was determined by multiplying the Spot VWAP as of June 15, 2023, which was $6.08, by 110%. If at any time the Spot VWAP is less than or equal to 80% of then effective Spot VWAP for five consecutive trading days, the Spot VWAP for the purposes of determining the conversion price will be automatically adjusted downwards to the Spot VWAP calculated as of the fifth such consecutive trading day.
F7 The conversion price was determined by multiplying the Spot VWAP as of September 15, 2023, which was $5.87, by 110%. If at any time the Spot VWAP is less than or equal to 80% of then effective Spot VWAP for five consecutive trading days, the Spot VWAP for the purposes of determining the conversion price will be automatically adjusted downwards to the Spot VWAP calculated as of the fifth such consecutive trading day.