Shuhei Komatsu - Feb 3, 2023 Form 4 Insider Report for AERWINS Technologies Inc. (AWIN)

Role
Chairman of the Board and CEO, Director, 10%+ Owner
Signature
/s/ Shuhei Komatsu
Stock symbol
AWIN
Transactions as of
Feb 3, 2023
Transactions value $
$0
Form type
4
Date filed
2/22/2023, 07:39 AM
Next filing
Jun 27, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction AWIN Common stock Award +14.1M 14.1M Feb 3, 2023 Direct F1, 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 AWIN Stock Option (right to buy) Award +1.53M 1.53M Feb 3, 2023 Common Stock 1.53M Direct F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents shares acquired by the reporting person on February 3, 2023, upon the closing of a business combination (the "Merger") pursuant to an Agreement and Plan of Merger, dated as of September 7, 2022, by and among Pono Capital Corp. ("Pono"), Pono Merger Sub, Inc., AERWINS Technologies Inc. ("AERWINS"), Mehana Equity LLC, and Shuhei Komatsu, as previously disclosed in the issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on September 7, 2022 (the "Form 8-K"), and as set forth in Exhibit 2.1 to the Form 8-K. Of this amount, 422,543 shares are held in escrow pending post-closing adjustments to the Merger consideration as provided in the Merger Agreement. Upon consummation of the Merger, the issuer changed its name to "AERWINS Technologies Inc."
F2 The stock option has an exercise price of $0.00015 per share.
F3 As consideration for the Merger, the reporting person received (i) the indicated number of shares of the issuer's common stock, and (ii) a stock option to purchase the indicated number of shares of the issuer's common stock.
F4 The stock option vests as follows: 1/3 on the 3-month anniversary of February 3, 2023 (the "Award Date"), 1/3 on the 15-month anniversary of the Award Date, and 1/3 on the 27-month anniversary of the Award Date.