Jim Tsai - Nov 9, 2022 Form 4 Insider Report for Snail, Inc. (SNAL)

Role
Chief Executive Officer
Signature
/s/ Heidy Chow, Attorney-In-Fact for Jim Tsai
Stock symbol
SNAL
Transactions as of
Nov 9, 2022
Transactions value $
$0
Form type
4
Date filed
11/14/2022, 03:12 PM

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 SNAL Restricted Stock Units Award $0 +437K $0.00 437K Nov 9, 2022 Class A Common Stock 437K Direct F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents performance-based restricted stock units ("RSUs") granted under the Issuer's 2022 Omnibus Incentive Plan (the "Plan"). Each RSU represents a contingent right to receive one share of the Issuer's Class A common stock. The RSUs have no expiration date.
F2 The RSUs vest as follows: 10% vest on November 9, 2023 if the Issuer's Average Annual Growth Rate (as defined in the applicable award agreement under the Plan, the "AAGR") is 15% or above during the one-year period following November 9, 2022 (the "IPO Date"); an additional 15% vest on November 9, 2024 if the Issuer's AAGR is 30% or above during the two-year period following the IPO Date; an additional 20% vest on November 9, 2025 if the Issuer's AAGR is 45% or above during the three-year period following the IPO Date;
F3 an additional 25% vest on November 9, 2026 if the Issuer's AAGR is 60% or above during the four-year period following the IPO Date; an additional 30% on November 9, 2027 if the Issuer's AAGR is 75% or above during the five-year period following the IPO Date, in each case, subject to the reporting person's continuous service through the applicable vesting date; further, if the 75% AAGR is achieved during the period between the IPO Date and the fifth anniversary of the IPO Date, any unvested RSUs that did not vest solely due to failure to satisfy the relevant target AAGR on each of the prior vesting dates will vest in full.