Robert H. Schingler - Dec 7, 2021 Form 4 Insider Report for dMY Technology Group, Inc. IV (PL)

Role
Co-Founder and Chief Strategy Officer, Director
Signature
/s/ Andrew Kirkpatrick, as Attorney-in-fact for Robert Schingler Jr.
Stock symbol
PL
Transactions as of
Dec 7, 2021
Transactions value $
$0
Form type
4
Date filed
12/9/2021, 08:16 PM
Next filing
Mar 17, 2023

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 PL Earnout - Class A Shares Award +145K 145K Dec 7, 2021 Class A Common Stock 145K Direct F1, F3
transaction PL Earnout - Class B Shares Award +1.17M 1.17M Dec 7, 2021 Class B Common Stock 1.17M Ulysses Trust dated February 26, 2021 F1, F2, F4
transaction PL Class B Common Stock Award +10.6M 10.6M Dec 7, 2021 Class B Common Stock 10.6M Ulysses Trust dated February 26, 2021 F1, F2
transaction PL Stock Option (Right to Buy) Award +766K 766K Dec 7, 2021 Class A Common Stock 766K $4.04 Direct F5, F6
transaction PL Stock Option (Right to Buy) Award +276K 276K Dec 7, 2021 Class A Common Stock 276K $9.75 Direct F6, F7
transaction PL Stock Option (Right to Buy) Award +276K 276K Dec 7, 2021 Class A Common Stock 276K $9.75 Direct F6, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Pursuant to the business combination (the "Business Combination") of dMY Technology Group, Inc. IV and Planet Labs Inc. ("Former Planet"), each share of Class B common stock of Former Planet was converted into the right to receive approximately 1.53184 shares of the issuer's Class B common stock at the closing of the Business Combination and each share of Former Planet capital stock (other than Class B common stock of Former Planet) was converted into the right to receive approximately 1.53184 shares of the issuer's Class A common stock (the "Exchange Ratio") at the closing of the Business Combination.
F2 Shares of the Class B Common Stock may be converted into shares of Class A Common Stock, on a one-to-one basis, at the option of the holder at any time and have no expiration date.
F3 Includes 145,460 earnout shares that will vest in four substantially equal installments if the closing price of the issuer's Class A Common Stock equals or exceeds $15.00, $17.00, $19.00 and $21.00, over any 20 trading days within any 30 day trading period prior to December 7, 2026 or if the issuer consummates a change of control transaction prior to December 7, 2026 that entitles its stockholders to receive a per share consideration of at least $15.00, $17.00, $19.00 and $21.00. Issuable only if the holder continues to provide services to the issuer or its subsidiaries through the date on which the earnout shares are issued.
F4 Includes 1,168,105 earnout shares that will vest in four substantially equal installments if the closing price of the issuer's Class B Common Stock equals or exceeds $15.00, $17.00, $19.00 and $21.00, over any 20 trading days within any 30 day trading period prior to December 7, 2026 or if the issuer consummates a change of control transaction prior to December 7, 2026 that entitles its stockholders to receive a per share consideration of at least $15.00, $17.00, $19.00 and $21.00.
F5 The option is fully vested and exercisable.
F6 At the closing of the Business Combination, each outstanding option to purchase Former Planet capital stock was converted into a right to receive a number of options to purchase Class A Common Stock based on the Exchange Ratio.
F7 The option vests and becomes exercisable with respect to 1/48th of the underlying Class A Common Stock on July 1, 2021, and in equal monthly installments thereafter.
F8 The option vests and becomes exercisable with respect to 1/48th of the underlying Class A Common Stock on July 1, 2022, and in equal monthly installments thereafter.

Remarks:

Co-Founder and Chief Strategy Officer