dSpace Investments Ltd - Dec 6, 2024 Form 4 Insider Report for zSpace, Inc. (ZSPC)

Role: 10%+ Owner
Signature: /s/ Pankaj Gupta
Stock symbol: ZSPC
Transactions as of: Dec 6, 2024
Transactions value $: $0
Form type: 4
Date filed: 12/6/2024, 04:16 PM
Previous filing: Dec 4, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ZSPC	Common Stock	Conversion of derivative security		+5.58M			5.58M	Dec 6, 2024	Direct	F1
transaction	ZSPC	Common Stock	Conversion of derivative security		+5.67M	+101.6%		11.3M	Dec 6, 2024	Direct	F2
transaction	ZSPC	Common Stock	Conversion of derivative security		+330K	+2.93%		11.6M	Dec 6, 2024	Direct	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
transaction	ZSPC	Series A Preferred Stock	Conversion of derivative security	$0	-5.58M	-100%	$0.00	0	Dec 6, 2024	Common Stock	5.58M		Direct	F1
transaction	ZSPC	NCNV 1 Preferred Stock	Conversion of derivative security	$0	-5.67M	-100%	$0.00	0	Dec 6, 2024	Common Stock	5.67M		Direct	F2
transaction	ZSPC	NCNV 3 Preferred Stock	Conversion of derivative security	$0	-330K	-100%	$0.00	0	Dec 6, 2024	Common Stock	330K		Direct	F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	dSpace Investments Limited, an entity organized under the law of the Cayman Islands ("dSpace") holds 3,874,946 shares of the Issuer's Series A Preferred Stock. Each share of Series A Preferred Stock entitles the dSpace to 100 votes on all matters submitted to securityholders, and each share of Series A Preferred Stock converted into 1.440193 shares of the Issuer's common stock which is the number of shares of common stock as is determined by dividing (i) $1.1153600, which is the original issue price of $0.774452 of the Series A Preferred Stock, less any amount previously paid in respect thereof in the form of dividends, plus any dividends accrued but unpaid thereon and declared by the Issuer's board of directors by (ii) the original issue price of $0.774452. Such shares of Series A Preferred Stock were automatically convertible into shares of the Issuer's common stock immediately preceding the consummation of the Issuer's initial public offering.
F2	dSpace holds 47,250 shares of the Issuer's NCNV 1 Preferred Stock. The shares of NCNV 1 Preferred Stock do not entitle dSpace to vote on matters submitted to securityholders but entitle dSpace to dividends if declared by the Issuer's board of directors and to preferential payments upon liquidation and certain other corporate actions. Each share of NCNV 1 Preferred Stock converted into a number of shares of the Issuer's common stock, as is determined by dividing (i) $600, the original issuance price of the NCNV 1 Preferred Stock, less any amount previously paid in respect thereof in the form of dividends, plus any dividends accrued but unpaid thereon and declared by the board of directors by (ii) the initial public per share offering price of the Issuer's common stock. Such shares of NCNV 1 Preferred Stock were automatically convertible into shares of the Issuer's common stock immediately preceding the consummation of the Issuer's initial public offering.
F3	dSpace holds 2,750 shares of the Issuer's NCNV 3 Preferred Stock. The shares of NCNV 3 Preferred Stock do not entitle dSpace to vote on matters submitted to securityholders but entitle dSpace to dividends if declared by the Issuer's board of directors and to preferential payments upon liquidation and certain other corporate actions. Each share of NCNV 3 Preferred Stock converted into a number of shares of the Issuer's common stock, as is determined by dividing (i) $600, the original issuance price of the NCNV 3 Preferred Stock, less any amount previously paid in respect thereof in the form of dividends, plus any dividends accrued but unpaid thereon and declared by the board of directors by (ii) the initial public per share offering price of the Issuer's common stock. Such shares of NCNV 3 Preferred Stock were automatically convertible into shares of the Issuer's common stock immediately preceding the consummation of the Issuer's initial public offering.