| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | CART | Common Stock | 4.14K | Oct 18, 2024 | Direct | ||||||
| holding | CART | Common Stock | 22.4M | Oct 18, 2024 | See Footnote | F1 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | CART | Forward Sale Contract (Obligation to Sell) | Other | +1.14M | 1.14M | Oct 18, 2024 | Common Stock | 1.14M | See Footnote | F2, F3, F4, F5 | ||||
| holding | CART | Stock Option (Right to Buy) | 4.87M | Oct 18, 2024 | Common Stock | 4.87M | $9.55 | Direct | F6 |
| Id | Content |
|---|---|
| F1 | 21,273,560 shares of common stock of the issuer (the "Shares") are held by The Apoorva Mehta Revocable Trust, dated June 20, 2018, of which the reporting person is trustee and has sole voting and dispositive power, and 1,136,191 Shares are held by AM Investment Holdings LLC (the "LLC"), which is beneficially owned by the reporting person and over which the reporting person has sole voting and dispositive power. |
| F2 | On October 18, 2024, the reporting person, through the LLC, entered into a prepaid variable forward sale contract with an unaffiliated third-party purchaser. The contract obligates the LLC to deliver to the purchaser, at the LLC's election, up to an aggregate of 1,136,191 Shares or an equivalent amount of cash based on the market price of the Shares on the relevant maturity date, over the course of the maturity dates of the contract (occurring in three approximately equal components on October 20, 21 and 22, 2025). In exchange for assuming this obligation, the LLC received a cash payment of $32,651,061.62. The LLC pledged 1,136,191 Shares (the "Pledged Shares") to secure its obligations under the contract, and retained dividend and voting rights in the Pledged Shares during the term of the pledge, subject to certain payments the LLC may need to make to the purchaser with respect to certain dividends under the terms of the contract. |
| F3 | The number of Shares to be delivered to the purchaser (or on which to base the amount of cash to be delivered to the purchaser) on the maturity dates is to be determined as follows: (a) if the volume-weighted average price of the Shares on the relevant valuation date for the applicable component as determined under the contract (each, a "Settlement Price") is less than or equal to $30.0689 per share (the "Floor Price"), the LLC will deliver to the purchaser all of the Pledged Shares for the applicable component; (b) if such Settlement Price is greater than the Floor Price but less than or equal to $56.2718 (the "Cap Price"), the LLC will deliver to the purchaser a number of Shares equal to the product of (i) the number of Pledged Shares for the applicable component and (ii) a fraction, the numerator of which is the Floor Price and the denominator of which is such Settlement Price; and (c) if such Settlement Price is greater than the Cap Price, |
| F4 | (Continued from footnote 3) the LLC will deliver to the purchaser a number of Shares equal to the product of (i) the number of Pledged Shares for the applicable component and (ii) a fraction, the numerator of which is the Floor Price plus the excess of such Settlement Price over the Cap Price and the denominator of which is such Settlement Price. |
| F5 | The reporting person is the beneficial owner of, and has sole voting and dispositive power over, the LLC. |
| F6 | Fully vested. |