AEA-Bridges Impact Sponsor LLC - Sep 23, 2022 Form 4 Insider Report for AEA-Bridges Impact Corp. (IMPX)

Role
10%+ Owner
Signature
/s/ Ramzi Gedeon
Stock symbol
IMPX
Transactions as of
Sep 23, 2022
Transactions value $
$0
Form type
4
Date filed
9/27/2022, 04:00 PM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction IMPX Common stock Conversion of derivative security +7.95M 7.95M Sep 23, 2022 Direct F1
transaction IMPX Common stock Disposed to Issuer -7.95M -100% 0 Sep 26, 2022 Direct 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
transaction IMPX Class B ordinary shares Disposed to Issuer -2M -20.1% 7.95M Sep 23, 2022 Class A ordinary shares 2M Direct F1, F3
transaction IMPX Class B ordinary shares Conversion of derivative security -7.95M -100% 0 Sep 23, 2022 Class A ordinary shares 7.95M Direct F1
transaction IMPX Warrants to purchase common stock Disposed to Issuer -10.5M -100% 0 Sep 26, 2022 Common stock 10.5M $11.50 Direct F1, F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

AEA-Bridges Impact Sponsor LLC is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 In connection with the Business Combination Agreement, dated December 12, 2021, by and among the Issuer, LiveWire Group, Inc. (f/k/a LW EV Holdings, Inc.) ("HoldCo"), LW EV Merger Sub, Inc. ("Merger Sub"), LiveWire EV, LLC ("LiveWire") and Harley-Davidson, Inc. (the transactions contemplated thereby, the "Business Combination"), Merger Sub merged with and into the Issuer, with the Issuer surviving the merger as a wholly-owned direct subsidiary of HoldCo (the "Merger"). In connection with the domestication of the Issuer as a Delaware corporation, the Class B ordinary shares, par value $0.0001 per share, of the Issuer were automatically converted into common stock of the Issuer and the warrants to purchase Class A ordinary shares of the Issuer were automatically converted into warrants to purchase shares of common stock of the Issuer.
F2 In connection with the closing of the Business Combination, the Reporting Person's shares of common stock of the Issuer were automatically converted into shares of common stock of HoldCo, par value $0.0001 per share, on a one-for-one basis and the Reporting Person's warrants to purchase common stock of the Issuer were automatically converted into warrants to purchase shares of common stock of HoldCo on a one-for-one basis.
F3 In connection with the execution of the Business Combination Agreement, the Sponsor entered into that certain Sponsor Letter Agreement, dated as of December 12, 2021, by and among the Sponsor, LiveWire, HoldCo, H-D and certain other individuals (the "Investor Support Agreement"). Pursuant to the Investor Support Agreement, the Sponsor agreed to forfeit 2,000,000 Class B ordinary shares. The Sponsor forfeited 2,000,000 Class B ordinary shares pursuant to the Investor Support Agreement.