Brian P. Brooks - Jun 22, 2022 Form 4 Insider Report for EJF Acquisition Corp. (EJFA)

Role
Director
Signature
/s/ Kevin Stein, Attorney-in-Fact
Stock symbol
EJFA
Transactions as of
Jun 22, 2022
Transactions value $
$0
Form type
4
Date filed
6/22/2022, 05:00 PM

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 EJFA Class B ordinary shares Disposed to Issuer -40K -100% 0 Jun 22, 2022 Class A ordinary shares 40K Direct F1, F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Brian P. Brooks is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 As described in the prospectus for the initial public offering (File No. 333-252892) of EJF Acquisition Corp. ("EJFA") under the heading "Description of Securities--Founder Shares," the EJFA Class B ordinary shares were automatically convertible into EJFA Class A ordinary shares concurrently with, or immediately following, the consummation of EJFA's initial business combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights.
F2 On June 22, 2022, pursuant to an Agreement and Plan of Merger dated as of September 15, 2021 (the "Merger Agreement"), by among EJFA, Pagaya Technologies Ltd. ("Pagaya") and Rigel Merger Sub Inc., a wholly owned subsidiary of Pagaya ("Merger Sub"), Merger Sub merged with and into EJFA (the "Merger"), with EJFA surviving the Merger as a wholly-owned subsidiary of Pagaya. At the effective time of the Merger, each EJFA Class B ordinary share ceased to be outstanding and automatically converted into the right to receive one Class A ordinary share of Pagaya.