Peter A. Cohen - Oct 5, 2021 Form 4 Insider Report for Andover National Corp (NONE)

Role: Chief Executive Officer, Director
Signature: /s/ Peter A. Cohen
Stock symbol: NONE
Transactions as of: Oct 5, 2021
Transactions value $: $0
Form type: 4
Date filed: 10/5/2021, 04:09 PM
Previous filing: Oct 4, 2021
Next filing: Nov 2, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NONE	Class A Common Stock	Disposed to Issuer		-41.7K	-11.54%		319K	Oct 5, 2021	Direct	F1, F2
transaction	NONE	Class A Common Stock	Award		+52.1K	+16.32%		371K	Oct 5, 2021	Direct	F1, F2

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

Explanation of Responses:

Id	Content
F1	On October 5, 2021, the Issuer cancelled 41,667 unvested restricted stock units ("RSUs") previously granted under the Andover National Corporation 2019 Equity Incentive Plan (the "Plan") in exchange for 52,085 performance RSUs ("PSUs"). Each PSU represents a contingent right to receive one share of the Issuer's Class A common stock. In addition to time-based vesting, the PSUs are also subject to performance vesting that is only satisfied upon the occurrence of a "Liquidity Event" (as defined in the PSU Agreement to include the listing of a class of the Issuer's equity security on a national securities exchange or the occurrence of a Change of Control (as defined in the Plan)) and the continued service with the Issuer through the applicable vesting date. For the time-based vesting component, beginning on October 29, 2021, 31,251 PSUs vest in (10) ten equal quarterly installments, and beginning on November 14, 2021, 20,834 PSUs vest in (5) five equal quarterly installments.
F2	In addition, through The Peter A. Cohen Revocable Trust, Mr. Cohen beneficially owns 40,599 shares of Class B Common Stock.

Content

On October 5, 2021, the Issuer cancelled 41,667 unvested restricted stock units ("RSUs") previously granted under the Andover National Corporation 2019 Equity Incentive Plan (the "Plan") in exchange for 52,085 performance RSUs ("PSUs"). Each PSU represents a contingent right to receive one share of the Issuer's Class A common stock. In addition to time-based vesting, the PSUs are also subject to performance vesting that is only satisfied upon the occurrence of a "Liquidity Event" (as defined in the PSU Agreement to include the listing of a class of the Issuer's equity security on a national securities exchange or the occurrence of a Change of Control (as defined in the Plan)) and the continued service with the Issuer through the applicable vesting date. For the time-based vesting component, beginning on October 29, 2021, 31,251 PSUs vest in (10) ten equal quarterly installments, and beginning on November 14, 2021, 20,834 PSUs vest in (5) five equal quarterly installments.

In addition, through The Peter A. Cohen Revocable Trust, Mr. Cohen beneficially owns 40,599 shares of Class B Common Stock.