Christopher Scott Hisey - Feb 14, 2022 Form 3 Insider Report for QualTek Services Inc. (QTEKQ)

Role
CEO and Director, Director
Signature
/s/ Michael B. Williams, Power of Attorney for Christopher S. Hisey
Stock symbol
QTEKQ
Transactions as of
Feb 14, 2022
Transactions value $
$0
Form type
3
Date filed
2/24/2022, 07:38 PM
Next filing
May 23, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding QTEKQ Class B Common Stock 1.96M Feb 14, 2022 See footnote 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 QTEKQ Class A Units Feb 14, 2022 Class A Common Stock 799K $0.00 See footnote F1, F2, F3
holding QTEKQ Earnout Units Feb 14, 2022 Class A Common Stock 1.16M $0.00 See footnote F1, F2, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The reporting person is the managing member of QualTek Management and as such could be deemed to have voting and dispositive power with respect to the shares held by QualTek Management. Mr. Hisey disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
F2 Represents units in QualTek Management HoldCo, LLC ("QualTek Management"). Each unit in QualTek Management is exchangeable for one common unit in QualTek HoldCo, LLC ("QualTek HoldCo") and one share of Class B Common Stock of QualTek Services Inc. (the "Registrant"), subject to customary adjustments. Pursuant to the Third Amended and Restated Limited Liability Company Agreement, dated February 14, 2022 (the "Third A&R LLCA"), by and among the Registrant and the other parties thereto, each common unit in QualTek HoldCo (together with one share of Class B Common Stock of the Registrant for every common unit) is exchangeable for one share of Class A common stock of the Registrant. Upon exchange of common units of QualTek Holdco, an equal number of shares of Class B Common Stock of the Registrant will be delivered to the Registrant and cancelled for no consideration.
F3 Pursuant to the Third A&R LLCA, QualTek HoldCo's common units held by the reporting person are not exchangeable for the Registrant's Class A common stock until the expiration or waiver of certain lock-up periods.
F4 The earnout units are subject to certain restrictions on transfer and voting and potential forfeiture pending the achievement of the earnout targets. Pursuant to a Business Combination Agreement, dated as of June 16, 2021, by and among the Registrant and certain other parties thereto, the applicable restrictions on transfer and voting will cease for 50% of the earnout units if, on or any time prior to the fifth anniversary of the date of the closing of the business combination (the "Closing"), the closing sale price per Class A Share equals or exceeds $15.00 for 20 trading days of any 30 consecutive trading day period following the Closing.
F5 The applicable restrictions on transfer and voting will cease for 50% of the earnout units if, on or any time prior to the fifth anniversary of the Closing, the closing sale price per Class A Share equals or exceeds $18.00 for 20 trading days of any 30 consecutive trading day period following the Closing. The earnout period will be five years from the date of the Closing. Any earnout units that are not earned as of the end of the day on the fifth anniversary of the Closing shall be forfeited to the Registrant, and the earnout units will be cancelled and retired with no persons having any rights with respect thereto.

Remarks:

Exhibit 24.1 - Power of Attorney