| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | POSH | Class A Common Stock | Disposed to Issuer | -$37.3K | -2.08K | -100% | $17.90 | 0 | Jan 5, 2023 | Direct | F1 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | POSH | Stock Option (Right to Buy) | Disposed to Issuer | -360K | -100% | 0 | Jan 5, 2023 | Class A Common Stock | 360K | $14.60 | Direct | F2, F3 | ||
| transaction | POSH | Restricted Stock Units | Disposed to Issuer | -15.3K | -100% | 0 | Jan 5, 2023 | Class A Common Stock | 15.3K | Direct | F4, F5 |
Jeff Epstein is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | Pursuant to the Agreement and Plan of Merger, dated October 3, 2022 (the "Merger Agreement"), by and among Poshmark, Inc. ("Issuer"), NAVER Corporation ("Parent"), Proton Parent, Inc. ("Proton Parent"), and Proton Merger Sub, Inc. ("Merger Sub"), on January 5, 2023, Merger Sub merged with and into Issuer, with Issuer surviving the merger as an indirect subsidiary of Parent (such merger and the other transactions contemplated by the Merger Agreement, the "Merger"). At the effective time of the Merger (the "Effective Time"), each then outstanding share of Issuer's Class A common stock was cancelled, extinguished and converted into the right to receive an amount in cash equal to $17.90, without interest (the "Merger Consideration"), subject to applicable withholding taxes. |
| F2 | At the Effective Time, each outstanding stock option to purchase shares of Issuer's Class A common stock that was vested as of immediately prior to the Effective Time with an exercise price per share less than $17.90 (a "Vested Company Option") was automatically cancelled and converted into the right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (i) the number of shares of Issuer Class A common stock subject to such Vested Company Option and (ii) the excess, if any, of the Merger Consideration over the exercise price per share of such Vested Company Option. |
| F3 | 1/48th of the shares subject to the option vested and became exercisable in 48 equal monthly installments commencing on April 24, 2018. |
| F4 | At the Effective Time, each restricted stock unit ("RSU") award that remained unvested and outstanding immediately prior to the Effective Time (an "Unvested Company RSU") was fully accelerated and became a Vested Company RSU pursuant to the Poshmark's Amended and Restated Non-Employee Director Compensation Policy. |
| F5 | Each RSU represents a contingent right to receive one share of the Issuer's Class A common stock. The RSUs shall vest in full on the earlier of (i) June 14, 2023 or (ii) the Issuer's next annual meeting of stockholders, subject to the Reporting Person's continued service on the Issuer's Board of Directors. Vested shares will be deferred in accordance with the Reporting Person's deferral election pursuant to the Rules and Conditions for the Poshmark, Inc. Non-Employee Directors' Deferred Compensation Program. |