Jenny J. Ming - Jan 5, 2023 Form 4 Insider Report for Poshmark, Inc. (POSH)

Role
Director
Signature
/s/ Evan Ferl, Attorney-in-Fact
Stock symbol
POSH
Transactions as of
Jan 5, 2023
Transactions value $
-$354,760
Form type
4
Date filed
1/9/2023, 03:05 PM
Previous filing
Dec 8, 2022
Next filing
Feb 27, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction POSH Class A Common Stock Disposed to Issuer -$355K -19.8K -100% $17.90 0 Jan 5, 2023 Direct F1

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 POSH Stock Option (Right to Buy) Disposed to Issuer -41.3K -100% 0 Jan 5, 2023 Class B Common Stock 41.3K $14.80 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
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Jenny J. Ming is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

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 subject to 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"), 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 1/3rd of the shares subject to the option vested and became exercisable on June 4, 2020, with the remainder vesting in eight quarterly installments thereafter.
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.