Joseph Tonnos - Jun 30, 2023 Form 4 Insider Report for Bitcoin Depot Inc. (BTM)

Role
CHIEF FINANCIAL OFFICER
Signature
/s/ Gus Garcia, Attorney-in-Fact for Joseph M. Tonnos
Stock symbol
BTM
Transactions as of
Jun 30, 2023
Transactions value $
$0
Form type
4
Date filed
7/3/2023, 04:10 PM
Previous filing
Feb 21, 2023
Next filing
Dec 6, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BTM Class A Common Stock Other $0 +152K $0.00 152K Jun 30, 2023 By LLC 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 BTM Warrant (right to buy) Other $0 +75.5K $0.00 75.5K Jun 30, 2023 Class A Common Stock 75.5K $11.50 By LLC F1, F2, F3
transaction BTM Class E-1 Common Stock Other $0 +9.66K $0.00 9.66K Jun 30, 2023 Class A Common Stock 9.66K By LLC F1, F2, F4
transaction BTM Class E-2 Common Stock Other $0 +9.66K $0.00 9.66K Jun 30, 2023 Class A Common Stock 9.66K By LLC F1, F2, F5
transaction BTM Warrant (right to buy) Other $0 +9.66K $0.00 9.66K Jun 30, 2023 Class A Common Stock 9.66K By LLC F1, F2, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Joseph Tonnos is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 On June 30, 2023, pursuant to that certain Transaction Agreement, dated as of August 24, 2022 (as it may be amended, supplemented or otherwise modified from time to time, the "Transaction Agreement"), by and among GSR II Meteora Acquisition Corp. (the "Company"), GSRII Meteora Sponsor LLC ("Sponsor"), Lux Vending, LLC dba Bitcoin Depot ("BT OpCo"), BT HoldCo LLC ("BT HoldCo") and BT Assets, Inc. ("BT Assets"), the Company entered into a series of transactions with Sponsor, BT Assets, BT OpCo and BT HoldCo (each such transaction and the other transactions contemplated by the Transaction Agreement, collectively, the "business combination"). Upon the consummation of the business combination (the "Closing"), the Company changed its name to Bitcoin Depot Inc. Represents pro rata distribution by Sponsor to its members, which includes the reporting person, for no consideration, exempt under Rule 16a-9.
F2 The reporting person is a managing member of JMT Holdings LLC.
F3 The warrants are exercisable by the reporting person into shares of Class A Common Stock on a one-for-one basis commencing 30 days after the Closing and expire five years after the Closing or earlier upon redemption or liquidation.
F4 The Class E-1 Common Stock shall vest and automatically convert to Class A Common Stock on a one-for-one basis if at any time during the seven-year period following the Closing, the closing share price of the Class A Common Stock is greater than $12.00 per share over 10 trading days (which may be consecutive or not consecutive) within any 20 consecutive trading days.
F5 The Class E-1 Common Stock shall vest and automatically convert to Class A Common Stock on a one-for-one basis if at any time during the seven-year period following the Closing, the closing share price of the Class A Common Stock is greater than $14.00 per share over 10 trading days (which may be consecutive or not consecutive) within any 20 consecutive trading days.
F6 The Class E-1 Common Stock shall vest and automatically convert to Class A Common Stock on a one-for-one basis if at any time during the ten-year period following the Closing, the closing share price of the Class A Common Stock is greater than $16.00 per share over 10 trading days (which may be consecutive or not consecutive) within any 20 consecutive trading days.