Merida Holdings, LLC - Feb 4, 2022 Form 4/A - Amendment Insider Report for Leafly Holdings, Inc. /DE (LFLY)

Role
10%+ Owner
Signature
/s/ Peter Lee, Managing Member
Stock symbol
LFLY
Transactions as of
Feb 4, 2022
Transactions value $
-$283,143
Form type
4/A - Amendment
Date filed
3/1/2022, 01:09 PM
Date Of Original Report
Feb 7, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction LFLY Common stock Other $0 -37.5K -1.15% $0.00 3.21M Feb 4, 2022 Direct F1
transaction LFLY Common Stock Other $0 -13K -0.4% $0.00 3.2M Feb 4, 2022 Direct F2
transaction LFLY Common Stock Other -$283K -28.3K -0.88% $10.01* 3.17M Feb 4, 2022 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 LFLY Warrant Other $0 -300K -9.04% $0.00 3.02M Feb 4, 2022 Common stock 300K $11.50 Direct F1, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Pursuant to a January 11, 2022 note purchase agreement ("Note Purchase Agreement") between the Issuer and certain purchasers (the "Note Investors"), under which the Issuer issued and sold to the Note Investors $30,000,000 in aggregate principal amount of unsecured convertible senior notes due 2025 immediately prior to the closing of the business combination (the "Closing") the Issuer entered into on the transaction date, the Reporting Person (who is the SPAC sponsor of the Issuer) agreed to transfer, for no additional consideration, 37,500 shares of Issuer common stock and 300,000 Issuer warrants to the Note Investors.
F2 In connection and concurrently with execution of the Note Purchase Agreement, Issuer entered into a letter agreement (the "Side Letter") with Reporting Person and another party to the business combination, pursuant to which Reporting Person forfeited 13,000 shares of Issuer common stock at no cost upon the closing of the Business Combination, not including a further up to 26,000 shares which may be forfeited under the Side Letter at no cost by Reporting Person on the date that is three months after the Closing, with the exact number of shares to be forfeited to be determined based on the final amount of the cash fees to be paid by Issuer pursuant to those certain Share Transfer, Non-Redemption and Forward Purchase Agreements by and between Issuer and certain of its stockholders, dated as of December 22, 2021, at such date (i.e., one share contributed for each $10.00 of cash paid pursuant to such agreements, up to a maximum of 26,000 shares).
F3 Pursuant to the Share Transfer, Non-Redemption and Forward Purchase Agreements between the Issuer, the Reporting Person, and another party (the "Transferee") the Reporting Person agreed to transfer 28,286 shares of Issuer common stock to the Transferee.
F4 This Form 4 Amendment is being is filed solely to correct an administrative error on the initial Form 4, filed on February 7, 2022, which overstated the number of Warrants held by the reporting person after the transaction reported on such initial Form 4 by 582,049 (stating the number was 3,600,311 when the correct number is 3,018,262 as stated on this Form 4 Amendment).