Sc Us (Ttgp), Ltd. - Aug 2, 2023 Form 4 Insider Report for Embark Technology, Inc. (EMBK)

Role
10%+ Owner
Signature
By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd.
Stock symbol
EMBK
Transactions as of
Aug 2, 2023
Transactions value $
$0
Form type
4
Date filed
8/4/2023, 09:53 PM
Previous filing
Jun 8, 2023
Next filing
Aug 9, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction EMBK Class A Common Stock Other -934K -100% 0 Aug 2, 2023 Sequoia Capital U.S. Growth Fund VII, L.P. F1, F2, F3
transaction EMBK Class A Common Stock Other -55.3K -100% 0 Aug 2, 2023 Sequoia Capital U.S. Growth VII Principals Fund, L.P. F1, F2, F3
transaction EMBK Class A Common Stock Other -1.28M -100% 0 Aug 2, 2023 Sequoia Capital U.S. Venture Fund XV, L.P. F1, F2, F3
transaction EMBK Class A Common Stock Other -77.1K -100% 0 Aug 2, 2023 Sequoia Capital U.S. Venture Partners Fund XV (Q), L.P. F1, F2, F3
transaction EMBK Class A Common Stock Other -27.7K -100% 0 Aug 2, 2023 Sequoia Capital U.S. Venture Partners Fund XV, L.P. F1, F2, F3
transaction EMBK Class A Common Stock Other -281K -100% 0 Aug 2, 2023 Sequoia Capital U.S. Venture XV Principals Fund, L.P. F1, F2, F3
transaction EMBK Class A Common Stock Other -226K -100% 0 Aug 2, 2023 Sequoia Grove II, LLC F1, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Sc Us (Ttgp), Ltd. 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 an Agreement and Plan of Merger, dated as of May 25, 2023, by and among the Issuer, Applied Intuition, Inc., and Azara Merger Sub, Inc., at the effective time of the merger, each share of Class A common stock was cancelled and automatically converted into the right to receive an amount equal to $2.88 in cash, without interest.
F2 SC US (TTGP), Ltd. is (i) the general partner of SC U.S. Growth VII Management, L.P., which is the general partner of Sequoia Capital U.S. Growth Fund VII, L.P. and Sequoia Capital U.S. Growth VII Principals Fund, L.P. ("the GFVII Funds"), and (ii) the general partner of SC U.S. Venture XV Management, L.P., which is the general partner of Sequoia Capital U.S. Venture Fund XV, L.P., Sequoia Capital U.S. Venture Partners Fund XV, L.P., Sequoia Capital U.S. Venture XV Principals Fund, L.P. and Sequoia Capital U.S. Venture Partners Fund XV (Q), L.P. ("the SC XV Funds").
F3 (Continued from Footnote 2) Each of SC US (TTGP), Ltd., SC U.S. Growth VII Management, L.P. and SC U.S. Venture XV Management, L.P. disclaims beneficial ownership of the shares held by GFVII Funds, and the SC XV Funds, as applicable, except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
F4 Sequoia Grove Manager, LLC is the manager of Sequoia Grove II, LLC. As a result, Sequoia Grove Manager, LLC may be deemed to share beneficial ownership with respect to the shares held by Sequoia Grove II, LLC. Sequoia Grove Manager, LLC disclaims beneficial ownership of the shares held by Sequoia Grove II, LLC except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.

Remarks:

Form 1 of 2