Rohan Malhotra - Sep 20, 2023 Form 4 Insider Report for Roadzen Inc. (VHNAW)

Role
Chief Executive Officer and Director, Director, 10%+ Owner
Signature
/s/ Jeremy Chang, Attorney-in-Fact
Stock symbol
VHNAW
Transactions as of
Sep 20, 2023
Transactions value $
$0
Form type
4
Date filed
9/22/2023, 04:00 PM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction VHNAW Ordinary Share Other +765K 765K Sep 20, 2023 Direct F1
transaction VHNAW Ordinary Share Other +17.1M +2239.31% 17.9M Sep 20, 2023 See footnote F1, F2
transaction VHNAW Ordinary Share Other +45.9K +0.26% 17.9M Sep 20, 2023 See footnote F1, F3
transaction VHNAW Ordinary Share Other +5.62M 5.62M Sep 20, 2023 Direct F1, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On September 20, 2023, the Issuer, formerly known as Vahanna Tech Edge Acquisition I Corp., acquired Roadzen, Inc. ("Roadzen") pursuant to an Agreement and Plan of Merger, as amended, by and among the Issuer, Roadzen and certain other parties thereto (the "Merger Agreement"). Pursuant to the Merger Agreement, each outstanding share of Roadzen common stock, including common stock issued upon conversion of each outstanding share of Roadzen's preferred stock, held by the Reporting Person was cancelled and converted into the right to receive 27.21 ordinary shares of the Issuer ("Issuer ordinary shares").
F2 Avacara Pte Ltd. ("Avacara") is the record holder of the securities reported herein. Mr. Malhotra is the majority shareholder and managing director of Avacara, a Singapore corporation with offices located at 14 Robinson Road, #12-01/02, Far East Finance Building, Singapore, 048545, and as such may be deemed to have beneficial ownership of the Issuer ordinary shares held directly by Avacara. Mr. Malhotra disclaims any beneficial ownership of the shares held by Avacara, except to the extent of his pecuniary interest therein.
F3 RM Securities LLC is the record holder of the securities reported herein. Mr. Malhotra is the sole member of RM Securities LLC and as such may be deemed to have beneficial ownership of the Issuer ordinary shares held directly by RM Securities LLC. Mr. Malhotra disclaims any beneficial ownership of the shares held by RM Securities LLC, except to the extent of his pecuniary interest therein.
F4 Represents Issuer ordinary shares underlying restricted stock units ("Issuer RSUs") issued under the Roadzen Inc. 2023 Omnibus Incentive Plan, as amended and/or restated from time to time (the "Plan"). Each Issuer RSU represents the contingent right to receive one Issuer ordinary share. The Issuer RSUs were issued to the Reporting Person pursuant to the Merger Agreement, which generally provided that, in connection with the Closing, each unvested restricted stock unit in Roadzen would be assumed by the Issuer under the Plan as a "substitute award" and converted into the right to receive 27.21 Issuer RSUs. Each Issuer RSU fully vests on September 18, 2024, subject to the Reporting Person's continuous service with the Issuer through the vesting date.

Remarks:

Chief Executive Officer and Director