| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | POSH | Class A Common Stock | Disposed to Issuer | $9,373,765 | -523,674 | -100% | $17.90 | 0 | 05 Jan 2023 | Direct | F1, F2, F3 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | POSH | Restricted Stock Units | Disposed to Issuer | -22,728 | -100% | 0 | 05 Jan 2023 | Class A Common Stock | 22,728 | Direct | F3, F4 |
Rodrigo Brumana 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 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 | Includes shares represented by a restricted stock unit ("RSU"). Each RSU represents a contingent right to receive one share of the Issuer's Class A common stock upon settlement. |
| F3 | At the Effective Time, each RSU award that remained unvested and outstanding immediately prior to the Effective Time (an "Unvested Company RSU") was automatically cancelled and converted into a contingent right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (i) the Merger Consideration and (ii) the total number of shares of Issuer's Class A common subject to such Unvested Company RSU (the "Cash Replacement Company RSU Amounts"), which Cash Replacement Company RSU Amounts will, subject to the Reporting Person's continued service with Parent or its affiliates through the applicable vesting dates, vest and be payable at the same time as the Unvested Company RSU for which such Cash Replacement Company RSU Amounts were exchanged would have vested pursuant to its terms. |
| F4 | Each RSU represents a contingent right to receive one share of the Issuer's Class A common stock. 1/8th of the RSUs vested on September 1, 2022 with the remainder vesting each three months thereafter, subject to the Reporting Person's continued service through the applicable vesting date. On January 1, 2023, the RSUs originally scheduled to vest over the course of 2023 were accelerated to vest on such date. |