David Sherman - Aug 11, 2022 Form 3 Insider Report for ENDI Corp. (ENDI)

Role
Chief Executive Officer, Director, 10%+ Owner
Signature
/s/ David Sherman
Stock symbol
ENDI
Transactions as of
Aug 11, 2022
Transactions value $
$0
Form type
3
Date filed
8/22/2022, 09:44 PM
Next filing
Aug 22, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding ENDI Class A Common Stock 1.7M Aug 11, 2022 See Footnote F1
holding ENDI Class B Common Stock 1.28M Aug 11, 2022 See Footnote F1, F2, F3

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
holding ENDI Class W-1 Warrants (right to buy) Aug 11, 2022 Class A Common Stock 1.28M $8.00 See Footnote F1, F2
holding ENDI Class W-2 Warrants (right to buy) Aug 11, 2022 Class A Common Stock 178K $8.00 See Footnote F1
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Cohanzick Management, LLC ("Cohanzick") beneficially owns (i) 2,400,000 shares of the Registrant's Class A Common Stock, (ii) 1,800,000 shares of the Registrant's Class B Common Stock, (iii) a Class W-1 Warrant to purchase 1,800,000 shares of the Registrant's Class A Common Stock and (iv) a Class W-2 Warrant to purchase 250,000 shares of the Registrant's Class A Common Stock. Notwithstanding the foregoing, David Sherman is the Managing Member of Cohanzick and owns 75.9764 units (71%) of Cohanzick.
F2 Outstanding shares of the Issuer's Class B Common Stock shall be redeemed by the Issuer on a one-for-one basis for each share of the Issuer's Class A Common Stock issued upon the exercise of any Class W-1 Warrant. Each Class W-1 Warrant shall be automatically exercised on a "cashless" basis if not fully exercised prior to the expiration date, or August 11, 2027. Any shares of the Issuer's Class B Common Stock outstanding as of August 11, 2027 shall be redeemed by the Issuer pursuant to the terms of that certain Stockholder Agreement dated as of August 11, 2022 by and between the Issuer and Cohanzick. As such, the Reporting Person may not simultaneously vote both the Issuer's Class B Common Stock and the shares of Class A Common Stock underlying the Class W-1 Warrant at any given time.
F3 The Class B Common Stock only has voting rights and no economic rights. Accordingly, holders of the Issuer's Class B Common Stock are not entitled to receive any dividends or other distributions in cash, property, or shares of stock and will not be entitled to receive any assets of the Issuer in the event of any liquidation, dissolution or winding up of the Issuer's affairs.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney