Nicholas Yu - Aug 9, 2022 Form 3 Insider Report for Wag! Group Co. (PET)

Role
Director of Legal
Signature
/s/ Nicholas Yu
Stock symbol
PET
Transactions as of
Aug 9, 2022
Transactions value $
$0
Form type
3
Date filed
8/9/2022, 07:13 PM
Next filing
Dec 5, 2022

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 PET Phantom Stock Aug 9, 2022 Common Stock 219K Direct F1, F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The Business Combination Agreement provides that the reporting person will receive Wag! Group Co. ("Issuer") Common Stock ("Common Stock"), for no additional consideration, if the volume weighted average price of Common Stock over twenty trading days within any thirty trading day period during the Earn-out Period (as defined in the Business Combination Agreement) was greater than or equal to (1) $12.50, (2) $15.00, and (3) $18.00. The reporting person's right to receive shares pursuant to this earn-out right became fixed and irrevocable on August 9, 2022, the effective date of the Business Combination.
F2 Each share of phantom stock is the economic equivalent of one share of Wag! Group Co. Common Stock.