Keith W. Smith - Dec 5, 2023 Form 4 Insider Report for Direct Digital Holdings, Inc. (DRCT)

Signature
/s/ Mark D. Walker, attorney-in-fact for Keith W. Smith
Stock symbol
DRCT
Transactions as of
Dec 5, 2023
Transactions value $
$0
Form type
4
Date filed
12/7/2023, 07:59 PM
Previous filing
Aug 23, 2023
Next filing
Dec 13, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction DRCT Class A Common Stock Conversion of derivative security +210K +525% 250K Dec 5, 2023 By SKW Financial LLC F1, F2
holding DRCT Class A Common Stock 15.4K Dec 5, 2023 Direct

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 Class A Common Units of Direct Digital Holdings LLC Conversion of derivative security $0 -210K -3.76% $0.00 5.38M Dec 5, 2023 Class A Common Stock, par value $0.001 per share 210K 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.
F2 Upon receipt of the securities converted from Table II, Direct Digital Management, LLC distributed 210,000 shares of Class A Common Stock to one of its members, SKW Financial LLC, for no consideration. The Reporting Person, as owner of SKW Financial LLC and a Managing Partner of Direct Digital Management, LLC, may be deemed to have beneficial ownership of the securities directly held by SKW Financial LLC and Direct Digital Management, LLC.