John Schlaefer - Mar 26, 2024 Form 4 Insider Report for Concord Acquisition Corp III (GCTS)

Role
President, CEO & Class III Dir, Director
Signature
/s/ Edmond Cheng, attorney-in-fact
Stock symbol
GCTS
Transactions as of
Mar 26, 2024
Transactions value $
$0
Form type
4
Date filed
3/27/2024, 06:57 PM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction GCTS Common Stock, par value $0.0001 per share Award $0 +78.7K $0.00 78.7K Mar 26, 2024 Direct F1
transaction GCTS Common Stock, par value $0.0001 per share Award $0 +12.8K $0.00 12.8K Mar 26, 2024 Direct 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 GCTS Stock Option (Right to Buy) Award $0 +35.7K $0.00 35.7K Mar 26, 2024 Common Stock 35.7K $0.11 Direct F3, F4
transaction GCTS Stock Option (Right to Buy) Award $0 +28.2K $0.00 28.2K Mar 26, 2024 Common Stock 28.2K $0.11 Direct F3, F5
transaction GCTS Stock Option (Right to Buy) Award $0 +21.5K $0.00 21.5K Mar 26, 2024 Common Stock 21.5K $0.11 Direct F3, F6
transaction GCTS Stock Option (Right to Buy) Award $0 +50.4K $0.00 50.4K Mar 26, 2024 Common Stock 50.4K $0.11 Direct F3, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Pursuant to the Business Combination Agreement, dated as of November 2, 2023 (the "Business Combination Agreement"), by and among Concord Acquisition Corp III, Gibraltar Merger Sub Inc., and GCT Semiconductor, Inc. ("GCT"), at the Effective Time (as defined in the Business Combination Agreement), each share of GCT common stock was automatically converted for the right to receive common stock of the Issuer in the manner set forth in the Business Combination Agreement.
F2 Represents the Issuer's common stock subject to restricted stock units (RSUs). Pursuant to the Business Combination Agreement, at the Effective Time (as defined in the Business Combination Agreement), each award of restricted stock units relating to a share of GCT common stock granted under GCT's existing equity plans was automatically converted into an award of restricted stock units covering the number of shares of the common stock of the Issuer in the manner set forth in the Business Combination Agreement. The shares subject to RSUs reported herein will vest in equal annual installments over a four (4) year period measured from December 11, 2023.
F3 Pursuant to the Business Combination Agreement, at the Effective Time, each outstanding option to purchase shares of GCT common stock was assumed and converted into an option to purchase shares of common stock of the Issuer with the same terms and conditions as were applicable to such option immediately prior to the Effective Time, subject to the applicable exchange ratio.
F4 The option vests with respect to (i) twenty-five percent (25%) of the shares upon completion of one (1) year of service measured from January 1, 2015 and (ii) the balance of the shares subject to the option in a series of thirty-six (36) successive equal monthly installments upon completion of each additional month of service over the thirty-six (36) month period measured from January 1, 2016.
F5 The option vests with respect to (i) twenty-five percent (25%) of the shares upon completion of one (1) year of service measured from January 1, 2018 and (ii) the balance of the shares subject to the option in a series of thirty-six (36) successive equal monthly installments upon completion of each additional month of service over the thirty-six (36) month period measured from January 1, 2019.
F6 The option vests with respect to (i) twenty-five percent (25%) of the shares upon completion of one (1) year of service measured from January 1, 2019 and (ii) the balance of the shares subject to the option in a series of thirty-six (36) successive equal monthly installments upon completion of each additional month of service over the thirty-six (36) month period measured from January 1, 2020.
F7 The option vests with respect to (i) twenty-five percent (25%) of the shares upon completion of one (1) year of service measured from January 1, 2020 and (ii) the balance of the shares subject to the option in a series of thirty-six (36) successive equal monthly installments upon completion of each additional month of service over the thirty-six (36) month period measured from January 1, 2021.