Payam Zamani - Dec 9, 2024 Form 4 Insider Report for Inspirato Inc (ISPO)

Role: CHIEF EXECUTIVE OFFICER, Director, 10%+ Owner
Signature: /S/ SILVIA HALL, BY POWER OF ATTORNEY
Stock symbol: ISPO
Transactions as of: Dec 9, 2024
Transactions value $: $1,928,666,500,000
Form type: 4
Date filed: 12/17/2024, 05:33 PM
Previous filing: Nov 21, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ISPO	CLASS A COMMON STOCK	Purchase	$1.82T	+729K	+26.07%	$2,500,000.00^*	3.52M	Dec 9, 2024	See footnotes (1)(2) below.	F1, F2
transaction	ISPO	CLASS A COMMON STOCK	Purchase	$107B	+178K	+5.04%	$600,000.00^*	3.7M	Dec 16, 2024	See footnote (3) below.	F3
holding	ISPO	CLASS A COMMON STOCK						1.1M	Dec 9, 2024	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	ISPO	WARRANT (RIGHT TO BUY)	Purchase	$0	+729K	+25%	$0.00	3.64M	Dec 9, 2024	CLASS A COMMON STOCK	729K	$3.43	See footnotes (1)(2) below.	F1, F2, F4

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

Explanation of Responses:

Id	Content
F1	On August 12, 2024, Inspirato Incorporated (the "Company") entered into an investment agreement with One Planet Group LLC ("One Planet Group"), as amended on August 12, 2024 by a letter agreement between the parties (the "Investment Agreement"), relating to the issuance and sale from the Company to One Planet Group of (i) 2,495,451 shares of Class A common stock and (ii) warrants to purchase up to 2,915,451 shares of Class A common stock. Pursuant to the Investment Agreement, One Planet Group was granted an option to acquire up to 728,863 shares of Class A common stock of the Company and warrants to purchase an additional 728,863 shares of Class A common stock for an aggregate purchase price of up to $2,500,000 (the "Option"). On December 9, 2024, One Planet Group delivered notice of its election to exercise the Option in full.
F2	The closing of the Option exercise occurred on December 9, 2024. The 3,524,314 shares of Class A common stock referenced in Box 5 includes 300,000 shares of Class A common stock that are held by an entity controlled by One Planet Group and its President and CEO, Mr. Zamani (the "Affiliated Entity"). In such capacity, Mr. Zamani has voting and dispositive power over the securities that are held by One Planet Group and the Affiliated Entity. As a result, 3,224,314 shares of Class A common stock may be deemed to be directly beneficially owned by One Planet Group and indirectly beneficially owned by Mr. Zamani, while the 300,000 shares of Class A common stock described above may be deemed to be indirectly beneficially owned by both One Planet Group and Mr. Zamani.
F3	In connection with a Lease Termination and Surrender Agreement, dated as of August 12, 2024, between the Company and a third party, One Planet Group agreed to act as the guarantor of the termination fee owed by the Company for a fee of $600,000, to be paid to One Planet Group in six equal monthly installments beginning in January 2025 (the "Guarantee Fee"). On December 11, 2024, the Board of Directors of the Company approved an amendment to the payment terms of the Guarantee Fee pursuant to which the Company issued on December 16, 2024 to One Planet Group 177,515 shares of Class A common stock in lieu of cash. The shares of Class A common stock issued pursuant to the Guarantee Fee may be deemed to be directly beneficially owned by One Planet Group and indirectly beneficially owned by Mr. Zamani.
F4	The later of (i) September 13, 2029 or (ii) in the case of a Fundamental Change (as defined in the warrant) that is publicly announced before September 13, 2029 but closes after September 13, 2029, the closing date of such Fundamental Change.