Donald P. Monaco - Feb 28, 2025 Form 5 Insider Report for NextTrip, Inc. (NTRP)

Role
Director
Signature
/s/ Donald P. Monaco
Stock symbol
NTRP
Transactions as of
Feb 28, 2025
Transactions value $
$2,249,997
Form type
5
Date filed
3/28/2025, 08:23 PM
Previous filing
Jan 3, 2024
Next filing
Mar 28, 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 NTRP Series L Nonvoting Convertible Preferred Stock Award $1.25M +414K +125% $3.02 745K Dec 31, 2024 Common Stock 414K By Donald P. Monaco Insurance Trust F1, F2, F3, F4
transaction NTRP Series L Nonvoting Convertible Preferred Stock Award $1M +331K +80% $3.02 745K Feb 24, 2025 Common Stock 331K By Donald P. Monaco Insurance Trust F1, F3, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Shares of Series L Nonvoting Convertible Preferred Stock ("Series L Preferred") shall not be convertible into shares of common stock unless and until stockholder approval of the conversion of the Series L Preferred into common stock ("Stockholder Approval") is obtained. Following receipt of Stockholder Approval, each share of Series L Preferred will automatically convert into one share of common stock, subject to certain limitations.
F2 On December 31, 2024, the Issuer and the Reporting Person entered into a debt conversion agreement, pursuant to which $1.25 million in existing promissory notes owed to the Reporting Person for monies advanced to the Issuer were converted into 413,907 shares of Series L Preferred at a price of $3.02 per share. The debt conversion agreement and the conversion of the promissory notes into shares of Series L Preferred were approved in advance by the Issuer's board of directors.
F3 The shares of Series L Preferred do not expire.
F4 The shares of Series L Preferred are beneficially owned by the Donald P. Monaco Insurance Trust (the "Trust"). Mr. Monaco, is the trustee of the Trust. As such, Mr. Monaco is deemed to beneficially own the shares held by the Trust. Mr. Monaco disclaims beneficial ownership of all securities held the Trust in excess of his pecuniary interest, if any, and this report shall not be deemed an admission that he is the beneficial owner of, or has pecuniary interest in, any such excess shares for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
F5 On February 24, 2025, the Issuer and the Reporting Person entered into a debt conversion agreement, pursuant to which $1.00 million in existing promissory notes owed to the Reporting Person for monies advanced to the Issuer were converted into 331,125 shares of Series L Preferred at a price of $3.02 per share. The debt conversion agreement and the conversion of the promissory notes into shares of Series L Preferred were approved in advance by the Issuer's board of directors.