Pankaj Gupta - Dec 4, 2024 Form 3 Insider Report for zSpace, Inc. (ZSPC)

Signature
/s/ Pankaj Gupta
Stock symbol
ZSPC
Transactions as of
Dec 4, 2024
Transactions value $
$0
Form type
3
Date filed
12/4/2024, 04:08 PM
Next filing
Dec 6, 2024

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 ZSPC Series A Preferred Stock Dec 4, 2024 Common Stock 5.58M By dSpace Investments Limited F1, F4
holding ZSPC NCNV 1 Preferred Stock Dec 4, 2024 Common Stock 5.67M By dSpace Investments Limited F2, F4
holding ZSPC NCNV 3 Preferred Stock Dec 4, 2024 Common Stock 330K By dSpace Investments Limited F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 dSpace Investments Limited, an entity organized under the law of the Cayman Islands ("dSpace") holds 3,874,946 shares of the Issuer's Series A Preferred Stock. Each share of Series A Preferred Stock entitles the dSpace to 100 votes on all matters submitted to securityholders, and each share of Series A Preferred Stock is convertible into 1.440193 shares of the Issuer's common stock which is the number of shares of common stock as is determined by dividing (i) $1.1153600, which is the original issue price of $0.774452 of the Series A Preferred Stock, less any amount previously paid in respect thereof in the form of dividends, plus any dividends accrued but unpaid thereon and declared by the Issuer's board of directors by (ii) the original issue price of $0.774452. Such shares of Series A Preferred Stock are automatically convertible into shares of the Issuer's common stock immediately preceding the consummation of the Issuer's initial public offering.
F2 dSpace holds 47,250 shares of the Issuer's NCNV 1 Preferred Stock. The shares of NCNV 1 Preferred Stock do not entitle dSpace to vote on matters submitted to securityholders but entitle dSpace to dividends if declared by the Issuer's board of directors and to preferential payments upon liquidation and certain other corporate actions. Each share of NCNV 1 Preferred Stock will convert into a number of shares of the Issuer's common stock, as is determined by dividing (i) $600, the original issuance price of the NCNV 1 Preferred Stock, less any amount previously paid in respect thereof in the form of dividends, plus any dividends accrued but unpaid thereon and declared by the board of directors by (ii) the initial public per share offering price of the Issuer's common stock. Such shares of NCNV 1 Preferred Stock are automatically convertible into shares of the Issuer's common stock immediately preceding the consummation of the Issuer's initial public offering.
F3 dSpace holds 2,750 shares of the Issuer's NCNV 3 Preferred Stock. The shares of NCNV 3 Preferred Stock do not entitle dSpace to vote on matters submitted to securityholders but entitle dSpace to dividends if declared by the Issuer's board of directors and to preferential payments upon liquidation and certain other corporate actions. Each share of NCNV 3 Preferred Stock will convert into a number of shares of the Issuer's common stock, as is determined by dividing (i) $600, the original issuance price of the NCNV 3 Preferred Stock, less any amount previously paid in respect thereof in the form of dividends, plus any dividends accrued but unpaid thereon and declared by the board of directors by (ii) the initial public per share offering price of the Issuer's common stock. Such shares of NCNV 3 Preferred Stock are automatically convertible into shares of the Issuer's common stock immediately preceding the consummation of the Issuer's initial public offering.
F4 Pankaj Gupta, the Co-CEO of Gulf Islamic Investments, LLC, holds 100% of the equity in dSpace, and therefore may be deemed to be the beneficial owner of the securities held by dSpace, as determined under rules issued by the SEC. Mr. Gupta disclaims beneficial ownership of all such securities.