SMC Holdings II, LP - Sep 20, 2023 Form 3 Insider Report for ProSomnus, Inc. (OSA)

Role
10%+ Owner
Signature
SMC Holdings II, LP, by SMC Holdings II G.P., LLC, as its general partner By: /s/ Gregory P. Ho
Stock symbol
OSA
Transactions as of
Sep 20, 2023
Transactions value $
$0
Form type
3
Date filed
10/23/2023, 04:59 PM
Next filing
Dec 8, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding OSA Common Stock, par value $0.001 246K Sep 20, 2023 Direct F1

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
holding OSA Warrant to purchase Common Stock Sep 20, 2023 Common Stock 296K $11.50 Direct F1
holding OSA Series A Preferred Stock Sep 20, 2023 Common Stock 962K $1.00 Direct F1, F2, F3
holding OSA Subordinated Secured Convertible Notes Due April 6, 2026 Sep 20, 2023 Common Stock 626K $5.20 Direct F1, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The reported securities are directly owned by SMC Holdings II, LP, a Delaware limited partnership ("Holdings"), and may be deemed to be indirectly beneficially owned by SMC Holdings II G.P., LLC, a Delaware limited liability company ("Holdings GP"), as general partner of Holdings. The reported securities may also be deemed to be indirectly beneficially owned by each of John L. Steffens and Gregory P. Ho, as the managing members of Holdings GP. Each of Holdings GP, Mr. Steffens and Mr. Ho disclaims beneficial ownership of the reported securities except to the extent of their respective pecuniary interests therein, and this report shall not be deemed an admission that he or it is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
F2 The Series A Preferred Stock ("Series A Stock") is perpetual and therefore has no expiration date.
F3 On September 20, 2023, the Issuer entered into a Securities Purchase Agreement (the "SPA") with Holdings and the other investors named therein, pursuant to which Holdings purchased an aggregate of 3,000 shares of Series A Stock, with 2,400 shares of Series A Stock being purchased at a closing on September 20, 2023 and 600 shares of Series A Stock purchased at a closing on October 20, 2023. Each share of Series A Stock is convertible into 1,000 shares of the common stock of the Issuer ("Common Stock"). Prior to the date on which the Issuer obtains stockholder approval for all of the Common Stock issuable in respect of the convertible securities issued pursuant to or contemplated by the SPA ("Stockholder Approval"), Holdings may only convert its shares of Series A Stock into an aggregate of 961,846 shares of Common Stock.
F4 The notes are currently exercisable.