G3 VRM Holdings LLC - Jul 6, 2021 Form 4 Insider Report for G3 VRM Acquisition Corp. (GGGV)

Role: 10%+ Owner
Signature: /s/ Matthew Konkle, Chief Executive Officer of G3 VRM Holdings LLC
Stock symbol: GGGV
Transactions as of: Jul 6, 2021
Transactions value $: $5,162,800
Form type: 4
Date filed: 7/8/2021, 04:30 PM
Previous filing: Jun 30, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	GGGV	Class A Common Stock, par value $0.0001 per share	Purchase	$5.16M	+516K		$10.00	516K	Jul 6, 2021	Direct	F1, F2

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
holding	GGGV	Class B Common Stock, par value $0.0001 per share						2.67M	Jul 6, 2021	Class A Common Stock, par value $0.0001 per share	2.67M		Direct	F2, F3, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The reported shares are included within the 516,280 Private Placement Units of the Issuer purchased by G3 VRM Holdings LLC (the "Sponsor") for $10.00 per Private Placement Unit. The Private Placement Units were purchased in a private placement that closed simultaneously with the closing of the Issuer's initial public offering, and each such unit consists of one share of Class A Common Stock of the Issuer and one right to receive one-tenth of one share of Class A Common Stock of the Issuer. The rights included in the units will become exercisable, if at all, upon completion of the Issuer's initial business combination.
F2	All of the reported shares are held directly by the Sponsor. The members of the Sponsor are CISCAP 4, LLC, a Delaware limited liability company, and VerifyMe, Inc., a Nevada corporation. Matthew Konkle is the Chief Executive Officer of the Sponsor. Accordingly, CISCAP 4, LLC, VerifyMe, Inc. and Mr. Konkle have shared voting and investment discretion with respect to the securities held by the Sponsor, and as such, each of them may be deemed to have beneficial ownership of the securities held directly by the Sponsor. Under the so-called "rule of three", if voting and dispositive decisions regarding an entity's securities are made by three or more individuals, and a voting or dispositive decision requires the approval of a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity's securities. Under this rule, no individual manager or member of the Sponsor exercises voting or dispositive control over any of the securities held by the Sponsor, even those in which he, she or it directly holds a pecuniary interest. Accordingly, none of them is deemed to have or share beneficial ownership of such securities.
F3	As described in the Issuer's registration statement on Form S-1 (File No. 333-255226) under the heading "Description of Securities--Founder Shares and Private Placement Shares", the shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Issuer's initial business combination, or at any time prior thereto at the option of the holder, on a one-for-one basis, subject to certain adjustments described therein and have no expiration date.
F4	Includes up to 218,500 shares of Class B common stock that are subject to forfeiture if the underwriters in the Issuer's initial public offering do not exercise their over-allotment option in full.