Keith W. Smith - Mar 20, 2024 Form 4 Insider Report for Direct Digital Holdings, Inc. (DRCT)

Role: President, Director, 10%+ Owner
Signature: /s/ Mark Walker, attorney-in-fact for Keith W. Smith
Stock symbol: DRCT
Transactions as of: Mar 20, 2024
Transactions value $: -$258,973
Form type: 4
Date filed: 8/27/2024, 04:32 PM
Previous filing: Mar 20, 2024
Next filing: Jun 12, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	DRCT	Class A Common Stock	Options Exercise		+40K	+124.99%		72K	Mar 20, 2024	Direct	F1, F2
transaction	DRCT	Class A Common Stock	Options Exercise		+9.97K	+13.85%		82K	Mar 20, 2024	Direct	F1
transaction	DRCT	Class A Common Stock	Tax liability	-$222K	-14.6K	-17.77%	$15.24	67.4K	Apr 1, 2024	Direct	F3
transaction	DRCT	Class A Common Stock	Tax liability	-$37K	-2.43K	-3.6%	$15.24	65K	Apr 1, 2024	Direct	F4
holding	DRCT	Class A Common Stock						131K	Mar 20, 2024	By SKW Financial LLC

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	-40K	-100%	$0.00	0	Mar 20, 2024	Class A Common Stock, par value $0.001 per share	40K		Direct	F1, F5
transaction	DRCT	Restricted Stock Units	Options Exercise	$0	-9.97K	-33.33%	$0.00	19.9K	Mar 20, 2024	Class A Common Stock, par value $0.001 per share	9.97K		Direct	F1, F6

* 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	Due to administrative error, the number of non-derivative securities beneficially owned by the Reporting Person was incorrectly reported as 32,058 instead of 32,003 on a Form 4 filed on March 20, 2024. This column reflects the corrected balance, as effected by the transactions reported on this Form 4.
F3	Represents shares withheld to satisfy tax liabilities associated with the reported vesting of restricted stock units for 40,000 shares.
F4	Represents shares withheld to satisfy tax liabilities associated with the reported vesting of restricted stock units for 9,970 shares.
F5	On March 20, 2023, the reporting person was granted 40,000 restricted stock units. 100% of the restricted stock units vested on March 20, 2024.
F6	On March 20, 2023, the reporting person was granted 29,910 restricted stock units, vesting in three annual installments beginning on the first anniversary of the grant date. 33% of the restricted stock units vested on March 20, 2024, an additional 33% of the restricted stock units will vest on March 20, 2025, and the remaining balance of 34% of the restricted stock units will vest on March 20, 2026. 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).