Edward J. Benz JR - Sep 2, 2021 Form 3 Insider Report for Renovacor, Inc. (RCOR)

Role: Director
Signature: /s/ Joseph Carroll, as attorney-in-fact
Stock symbol: RCOR
Transactions as of: Sep 2, 2021
Transactions value $: $0
Form type: 3
Date filed: 9/8/2021, 09:23 AM
Previous filing: Jul 26, 2021
Next filing: Sep 8, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	RCOR	Common Stock						3.59K	Sep 2, 2021	Direct	F1

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	RCOR	Options							Sep 2, 2021	Common Stock	9.06K	$0.45	Direct	F2

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

Explanation of Responses:

Id	Content
F1	All shares of common stock are represented by unvested restricted stock units granted pursuant to that certain Agreement and Plan of Merger, dated as of March 22, 2021, by and among the Issuer (f/k/a Chardan Healthcare Acquisition 2 Corp.), Renovacor Holdings, Inc. (f/k/a Renovacor, Inc.) and CHAQ 2 Merger Sub, Inc. (the "Merger Agreement") as Earnout RSU Awards (as defined in the Merger Agreement). The Earnout RSU Awards will vest and become exercisable as follows: (i) 1,076 shares shall vest in full if, at any time before December 31, 2023, the VWAP (as defined in the Merger Agreement) of the Issuer's common stock over any twenty (20) trading days (which may or may not be consecutive) within any thirty (30) consecutive trading day period is greater than or equal to $17.50 per share (the "First Milestone"); (ii) 1,075 shares shall vest in full if, at any time before December 31, 2025, the VWAP of the Issuer's common stock over any twenty (20) trading days (which may or may not be consecutive) within any thirty (30) consecutive trading day period is greater than or equal to $25.00 per share (the "Second Milestone"); and (iii) 1,435 shares shall vest in full if, at any time before December 31, 2027, the VWAP of the Issuer's common stock over any twenty (20) trading days (which may or may not be consecutive) within any thirty (30) consecutive trading day period is greater than or equal to $35.00 per share (the "Third Milestone").
F2	The stock option will vest and become exercisable in full on January 29, 2024, of which 25% vested on January 29, 2021, and the remainder vesting in equal monthly installments on the 29th of each month (or the 28th in the case of any month ending on the 28th day of such month) for the remaining 36 months, subject to the continuous service of the Reporting Person on such vesting date.

Content

All shares of common stock are represented by unvested restricted stock units granted pursuant to that certain Agreement and Plan of Merger, dated as of March 22, 2021, by and among the Issuer (f/k/a Chardan Healthcare Acquisition 2 Corp.), Renovacor Holdings, Inc. (f/k/a Renovacor, Inc.) and CHAQ 2 Merger Sub, Inc. (the "Merger Agreement") as Earnout RSU Awards (as defined in the Merger Agreement). The Earnout RSU Awards will vest and become exercisable as follows: (i) 1,076 shares shall vest in full if, at any time before December 31, 2023, the VWAP (as defined in the Merger Agreement) of the Issuer's common stock over any twenty (20) trading days (which may or may not be consecutive) within any thirty (30) consecutive trading day period is greater than or equal to $17.50 per share (the "First Milestone"); (ii) 1,075 shares shall vest in full if, at any time before December 31, 2025, the VWAP of the Issuer's common stock over any twenty (20) trading days (which may or may not be consecutive) within any thirty (30) consecutive trading day period is greater than or equal to $25.00 per share (the "Second Milestone"); and (iii) 1,435 shares shall vest in full if, at any time before December 31, 2027, the VWAP of the Issuer's common stock over any twenty (20) trading days (which may or may not be consecutive) within any thirty (30) consecutive trading day period is greater than or equal to $35.00 per share (the "Third Milestone").

The stock option will vest and become exercisable in full on January 29, 2024, of which 25% vested on January 29, 2021, and the remainder vesting in equal monthly installments on the 29th of each month (or the 28th in the case of any month ending on the 28th day of such month) for the remaining 36 months, subject to the continuous service of the Reporting Person on such vesting date.