W. KEITH SMITH - 15 Feb 2022 Form 3 Insider Report for Direct Digital Holdings, Inc. (DRCT)

Role
President, Director, 10%+ Owner
Signature
/s/ Susan Echard, Attorney-in-fact for Keith W. Smith
Issuer symbol
DRCT
Transactions as of
15 Feb 2022
Net transactions value
$0
Form type
3
Filing time
17 Feb 2022, 16:18:37 UTC
Next filing
13 Jun 2022
SEC
View on sec.gov

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 DRCT Class A Common LLC Units of Direct Digital Holdings LLC 15 Feb 2022 Class A Common Stock 5,689,000 By Direct Digital Management, LLC F1
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Pursuant to the Second Amended and Restated Limited Liability Company Agreement of Direct Digital Holdings LLC, dated as of February 15, 2022, Class A Common Units (as defined therein) held by the Reporting Person (indirectly through the Reporting Person's ownership interest in Direct Digital Management LLC) are exchangeable for shares of Class A Common Stock on a one-for-one basis, subject to certain exceptions, conditions and adjustments. The Class A Common Units have no expiration date. At the time of any such exchange, an equal number of shares of Class B Common Stock of the Issuer held by the Reporting Person, which have no economic value and entitle holders thereof to one vote per share on all matters on which stockholders of the Issuer are entitled to vote generally, are cancelled.

Remarks:

Exhibit 24 - Power of Attorney