Philip Krim - Jan 3, 2022 Form 4 Insider Report for Casper Sleep Inc. (CSPR)

Role
Director
Signature
/s/ Michael Monahan, Attorney-in-Fact for Philip Krim
Stock symbol
CSPR
Transactions as of
Jan 3, 2022
Transactions value $
-$16,998,833
Form type
4
Date filed
1/26/2022, 03:52 PM
Next filing
Feb 7, 2023
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CSPR Common Stock Gift $0 -100K -5.01% $0.00 1.9M Jan 3, 2022 Direct
transaction CSPR Common Stock Disposed to Issuer -$13.1M -1.9M -100% $6.90 0 Jan 25, 2022 Direct F1, F2
transaction CSPR Common Stock Disposed to Issuer -$3.92M -567K -100% $6.90 0 Jan 25, 2022 Philip Krim 2015 GRAT F1

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 CSPR Stock Option Disposed to Issuer $0 -450K -100% $0.00* 0 Jan 25, 2022 Common Stock 450K $13.60 Direct F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Philip Krim is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Reflects disposition in connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of November 14, 2021 (the "Merger Agreement"), by and among Casper Sleep Inc. (the "Issuer"), Marlin Parent, Inc. and Marlin Merger Sub, Inc. ("Merger Sub"). On January 25, 2022, upon the closing of the merger of Merger Sub with and into the Issuer (the "Merger") contemplated by the Merger Agreement, each share of common stock of the Issuer, par value $0.000001 per share, was cancelled and automatically converted into the right to receive an amount in cash equal to $6.90 (the "Merger Consideration"), without interest, subject to applicable withholding taxes.
F2 In accordance with the Merger Agreement, each restricted stock unit award ("RSU Award") of the Issuer outstanding immediately prior to the effective time of the Merger (whether vested or unvested) was cancelled and converted into the right to receive an amount in cash, subject to applicable withholding taxes, equal to the Merger Consideration multiplied by the number of shares of Issuer common stock subject to such RSU Award.
F3 The options provided for vesting as to 25% of the shares on January 2, 2019 and in equal monthly installments thereafter until January 2, 2022.
F4 In accordance with the Merger Agreement, each option to acquire common stock of the Issuer that was unvested or had a per share exercise price equal to or greater than the Merger Consideration was cancelled for no consideration as of the effective time of the Merger.

Remarks:

Exhibit 24 - Power of Attorney.