Richard Cohen - 10 Jun 2023 Form 4 Insider Report for Direct Digital Holdings, Inc. (DRCT)

Role: Director
Signature: /s/ Mark D. Walker, Attorney-in-fact for Richard Cohen
Issuer symbol: DRCT
Transactions as of: 10 Jun 2023
Net transactions value: $0
Form type: 4
Filing time: 13 Jun 2023, 18:31:51 UTC
Previous filing: 13 Jun 2022
Next filing: 12 Jun 2024
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	DRCT	Class A Common Stock	Options Exercise	$0	+16,296		$0.000000	16,296	10 Jun 2023	Direct	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
transaction	DRCT	Restricted Stock Units	Options Exercise	$0	-16,296	-33%	$0.000000	33,086	10 Jun 2023	Class A Common Stock, par value $0.001 per share	16,296		Direct	F1, F2
transaction	DRCT	Restricted Stock Units	Award	$0	+24,615		$0.000000	24,615	12 Jun 2023	Class A Common Stock, par value $0.001 per share	24,615		Direct	F1, F3

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

Explanation of Responses:

Id	Content
F1	Each restricted stock unit represents a contingent right to one share of DRCT's Class A Common Stock, par value $0.001 per share, upon settlement.
F2	On June 10, 2022, the reporting person was granted 49,382 restricted stock units, vesting in three annual installments beginning on the first anniversary of the grant date. 33 percent of the restricted stock units vested on June 10, 2023, an additional 33 percent will vest on June 10, 2024, and the remaining balance of 34 percent of the restricted stock units will vest on June 10, 2025. Vesting will be accelerated upon certain termination of employment events and upon a "Change in Control" (as defined in the Direct Digital Holdings, Inc. 2022 Omnibus Incentive Plan).
F3	The restricted stock units will vest in three equal annual installments on each of the first, second and third anniversaries of the grant date. Vesting will be accelerated upon certain termination of employment events and upon a "Change in Control" (as defined in the Direct Digital Holdings, Inc. 2022 Omnibus Incentive Plan).