Christopher Gray - Jan 16, 2025 Form 4 Insider Report for PodcastOne, Inc. (PODC)

Role
President
Signature
/s/ Christopher "Kit" Gray
Stock symbol
PODC
Transactions as of
Jan 16, 2025
Transactions value $
-$39,032
Form type
4
Date filed
2/24/2025, 08:50 PM
Previous filing
Nov 15, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction PODC Common Stock, $0.00001 par value Options Exercise +40.6K +17.18% 277K Feb 19, 2025 Direct F1
transaction PODC Common Stock, $0.00001 par value Options Exercise +25K +9.02% 302K Feb 19, 2025 Direct F1
transaction PODC Common Stock, $0.00001 par value Other -$39K -20.5K -6.79% $1.90 282K Feb 19, 2025 Direct F5

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 PODC Restricted Stock Units Award $0 +50K $0.00 50K Jan 16, 2025 Common Stock, $0.00001 par value 50K Direct F1, F2
transaction PODC Restricted Stock Units Options Exercise $0 -25K -50% $0.00 25K Feb 19, 2025 Common Stock, $0.00001 par value 25K Direct F1, F3
transaction PODC Restricted Stock Units Options Exercise $0 -40.6K -100% $0.00 0 Feb 19, 2025 Common Stock, $0.00001 par value 40.6K Direct F1, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Restricted Stock Units convert into Common Stock on a one-for-one basis.
F2 The Restricted Stock Units (the "RSUs") were granted to the Reporting Person on January 16, 2025 (the "Grant Date"). Half of the RSUs vested on the Grant Date, and the remaining shares shall vest on the first anniversary of the Grant Date (the "Vesting Date"), subject to the Reporting Person's continued employment through the Vesting Date. Each RSU represents a contingent right to receive one share of the Issuer's common stock or the cash value thereof. The Issuer's board of directors, in its sole discretion, will determine in accordance with the terms and conditions of the Issuer's 2022 Equity Incentive Plan the form of payout of the RSUs (cash and/or stock).
F3 Represents vested RSUs that were settled on the reported date out of the original 50,000 RSUs granted to the Reporting Person. Each vested RSU was settled by the Issuer by delivery to the Reporting Person of one share of Issuer's common stock.
F4 Represents vested RSUs that were settled on the reported date out of the original 325,000 RSUs granted to the Reporting Person pursuant to the Employment Agreement, dated as of August 28, 2023 (the "EA"), entered into between the Reporting Person and the Issuer. Each vested RSU was settled by the Issuer by delivery to the Reporting Person of one share of Issuer's common stock.
F5 On the reported date these shares were sold by Issuer's broker into the open market solely to satisfy the Reporting Person's required tax withholding in connection with the settlement of the RSUs reported herein. The sale price represents a weighted average price as multiple executions were involved in completing the sale transaction. Additional detail regarding the individual execution prices is available upon request.