Thomas J. Dickman - Feb 14, 2025 Form 4 Insider Report for Fold Holdings, Inc. (FLD)

Signature
/s/ Will Reeves, Attorney-in-Fact
Stock symbol
FLD
Transactions as of
Feb 14, 2025
Transactions value $
$0
Form type
4
Date filed
3/11/2025, 09:48 PM
Next filing
May 20, 2025

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 FLD Restricted Stock Units Award +330K 330K Feb 14, 2025 Common Stock 330K Direct F1, F2, F3
transaction FLD Restricted Stock Units Award +20.6K 20.6K Feb 14, 2025 Common Stock 20.6K Direct F1, F2, F4
transaction FLD Restricted Stock Units Award +8.56K 8.56K Feb 14, 2025 Common Stock 8.56K Direct F1, F2, F5
transaction FLD Restricted Stock Units Award +825 825 Feb 14, 2025 Common Stock 825 Direct F1, F2, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Not applicable.
F2 Represents securities received as part of the Issuer's business combination, in connection with that certain Agreement and Plan of Merger, dated as of July 24, 2024 (the "Merger Agreement"), by and among the Issuer (formerly FTAC Emerald Acquisition Corp.), FTAC EMLD Merger Sub Inc. and Fold, Inc. ("Legacy Fold"), pursuant to which each outstanding Legacy Fold RSU Award was automatically converted into an award of restricted stock units covering a number of shares of the Issuer's Common Stock based on the exchange ratio described in the Issuer's Registration Statement on Form S-4, as amended (Reg. No. 333-282520).
F3 The restricted stock units vest in 48 equal monthly installments beginning on August 20, 2019, subject to Mr. Dickman's continued service through the applicable vesting date and a liquidity event vesting condition. The liquidity event vesting condition is satisfied upon the first to occur, on or prior to the seventh anniversary of the grant date, of a change in control of the Issuer or an initial public offering of the Issuer Common Stock.
F4 The restricted stock units vest in 48 equal monthly installments beginning on December 1, 2020, subject to Mr. Dickman's continued service through the applicable vesting date and a liquidity event vesting condition. The liquidity event vesting condition is satisfied upon the first to occur, on or prior to the seventh anniversary of the grant date, of a change in control of the Issuer or an initial public offering of the Issuer Common Stock. If and to the extent not already vested, the restricted stock units vest in the case of termination of Mr. Dickman's employment without cause or resignation following: (A) a material adverse change in his job position causing such position to be of materially less stature or responsibility or (B) a change by the Company (or a successor company) in his principal work location by more than 60 miles, in each case, within twelve months after a "change in control" as such terms are defined in the Issuer's 2019 Equity Incentive Plan.
F5 The restricted stock units vest as to one-fourth of the underlying shares beginning on May 19, 2023 and thereafter in 48 equal monthly installments, subject to Mr. Dickman's continued service through the applicable vesting date and a liquidity event vesting condition. The liquidity event vesting condition is satisfied upon the first to occur, on or prior to the seventh anniversary of the grant date, of a change in control of the Issuer or an initial public offering of the Issuer Common Stock.
F6 The restricted stock units vest as to one-fourth of the underlying shares beginning on September 1, 2024 and thereafter in 48 equal monthly installments, subject to Mr. Dickman's continued service through the applicable vesting date and a liquidity event vesting condition. The liquidity event vesting condition is satisfied upon the first to occur, on or prior to the seventh anniversary of the grant date, of a change in control of the Issuer or an initial public offering of the Issuer Common Stock.