Jan-Christopher Nugent - Aug 26, 2022 Form 4 Insider Report for Software Acquisition Group Inc. III (NOGN)

Role: Co-Chief Executive Officer, Director, 10%+ Owner
Signature: /s/ Michael Bassiri, Attorney-in-fact
Stock symbol: NOGN
Transactions as of: Aug 26, 2022
Transactions value $: $0
Form type: 4
Date filed: 8/30/2022, 04:52 PM
Next filing: Nov 21, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NOGN	Common Stock	Award		+11.2M			11.2M	Aug 26, 2022	Direct	F1

* 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 of Software Acquisition Group Inc. III and Branded Online, Inc. (d/b/a Nogin) ("Legacy Nogin"), as contemplated by an agreement and plan of merger, dated as of February 14, 2022 and as amended on April 20, 2022 and August 26, 2022 (as amended, the "Merger Agreement"), each share of common stock and preferred stock of Legacy Nogin, in each case outstanding immediately prior to the effective time of the business combination, was cancelled and converted into the right to receive shares of the Issuer's Common Stock and, at each Legacy Nogin stockholder's election, cash consideration.

Content

Pursuant to the business combination of Software Acquisition Group Inc. III and Branded Online, Inc. (d/b/a Nogin) ("Legacy Nogin"), as contemplated by an agreement and plan of merger, dated as of February 14, 2022 and as amended on April 20, 2022 and August 26, 2022 (as amended, the "Merger Agreement"), each share of common stock and preferred stock of Legacy Nogin, in each case outstanding immediately prior to the effective time of the business combination, was cancelled and converted into the right to receive shares of the Issuer's Common Stock and, at each Legacy Nogin stockholder's election, cash consideration.