Searchlight IV KOR, L.P. - Nov 15, 2023 Form 3 Insider Report for KORE Group Holdings, Inc. (KORE)

Role: 10%+ Owner
Signature: SEARCHLIGHT IV KOR, L.P. By: Searchlight Capital Partners IV GP AGG, LLC, its General Partner, By: /s/ Andrew Frey, Name: Andrew Frey, Title: Authorized Person
Stock symbol: KORE
Transactions as of: Nov 15, 2023
Transactions value $: $0
Form type: 3
Date filed: 11/20/2023, 05:13 PM
Next filing: Dec 15, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	KORE	Series A-1 Preferred Stock						150K	Nov 15, 2023	Direct	F1, F4, F5

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	KORE	Penny Warrant (right to buy)							Nov 15, 2023	Common Stock, par value $0.0001 per share	11.8M	$0.01	Direct	F1, F2, F3, F4, F5

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

Explanation of Responses:

Id	Content
F1	This Form 3 is being filed jointly pursuant to Rule 16a-1(a)(3) and Rule 16a-3(j) under the Securities Act of 1934, as amended (the "Exchange Act"), to report that on November 15, 2023, KORE Group Holdings, Inc. (the "Issuer") issued to Searchlight IV KOR, L.P. ("Searchlight IV KOR"), a warrant to acquire an aggregate of 11,800,000 shares of the Issuer's common stock, par value $0.0001 per share (the "Common Stock"), at an exercise price of $0.01 per share, subject to adjustment (the "Penny Warrant"). In addition, also on November 15, 2023, the Issuer issued to Searchlight IV KOR 150,000 shares of Series A-1 Preferred Stock, $0.0001 par value per share (the "Series A-1 Preferred Stock"). The Series A-1 Preferred Stock is not convertible into Common Stock.
F2	The Penny Warrant became exercisable upon the issuance of the Penny Warrant to Searchlight IV KOR. The Penny Warrant is exercisable at any time and from time to time until prior to the close of business on November 15, 2033, subject to the terms of the Penny Warrant.
F3	Pursuant to the terms of the Penny Warrant, the number of shares for which the Penny Warrant is exercisable and the exercise price for such shares may be adjusted for stock splits, reclassifications, share combinations, dividends or distributions made by the Issuer on the Common Stock, certain issuances of Common Stock or securities convertible into Common Stock and similar adjustments.
F4	Searchlight IV KOR is a Delaware limited partnership that was formed to effect the investment (the "Investment") in the Issuer's securities in connection with that certain Investment Agreement, dated as of November 9, 2023, by and between Searchlight IV KOR and the Issuer. The general partner of Searchlight IV KOR is Searchlight Capital Partners IV GP AGG, LLC, a Delaware limited liability company ("Searchlight IV GP AGG"). The sole member of Searchlight IV GP AGG is Searchlight Capital Partners IV GP, L.P., a Cayman limited partnership ("Searchlight IV GP LP"). The general partner of Searchlight IV GP LP is Searchlight Capital Partners IV GP, LLC, a Delaware limited liability company ("Searchlight IV GP").
F5	The reported securities may be deemed to be owned directly by Searchlight IV KOR and indirectly by Searchlight IV GP AGG, Searchlight IV GP LP and Searchlight IV GP. Each of the Reporting Persons disclaims beneficial ownership of the Penny Warrant and any shares of Common Stock and Series A-1 Preferred Stock that are not directly owned by such Reporting Persons, in each case except to the extent of any pecuniary interest therein, and this report shall not be deemed an admission that any such entity or person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Exchange Act, or for any other purpose.