Jennifer Ernst - 10 Nov 2021 Form 3 Insider Report for Tivic Health Systems, Inc. (TIVC)

Role
Chief Executive Officer, Director, 10%+ Owner
Signature
/s/ Jennifer Ernst
Issuer symbol
TIVC
Transactions as of
10 Nov 2021
Net transactions value
$0
Form type
3
Filing time
10 Nov 2021, 20:11:01 UTC
Next filing
15 Nov 2021
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding TIVC Common Stock 1,171,500 10 Nov 2021 Direct

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 TIVC Stock Option (Right to Buy) 10 Nov 2021 Common Stock 57,500 $0.1300 Direct F1
holding TIVC Series Seed-2 Convertible Preferred Stock 10 Nov 2021 Common Stock 1,391 Direct F2
holding TIVC Convertible Promissory Note 10 Nov 2021 Common Stock 26,986 $3.75 Direct F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The option vests as follows: (i) 25% on April 1, 2019, and (ii) the remaining 75% in equal monthly installments over the next 36 months.
F2 The Series Seed-2 Convertible Preferred Stock (the "Preferred Stock") is convertible into shares of the issuer's common stock on a four-for-one basis and has no expiration date. The Preferred Stock will automatically convert into shares of the issuer's common stock immediately prior to closing of the issuer's initial public offering (the "IPO").
F3 Immediately prior to closing of the issuer's IPO, all outstanding principal and accrued but unpaid interest of the Convertible Promissory Note (the "Note") will automatically convert into shares of the issuer's common stock at a conversion price equal to the lesser of (i) the initial public offering price per share of the issuer's common stock, less a 25% discount and (ii) the quotient resulting from dividing $40,000,000 by the issuer's capitalization on a fully diluted basis, as of immediately prior to the IPO closing date.
F4 The Note will mature on June 1, 2023.