LSVP VII Trust - Jul 27, 2021 Form 4 Insider Report for Outbrain Inc. (OB)

Role
10%+ Owner
Signature
LSVP VII Trust; by: Lightspeed Trustee VII, LLC, the Trustee; by: /s/ Ravi Mhatre, Managing Member
Stock symbol
OB
Transactions as of
Jul 27, 2021
Transactions value $
$0
Form type
4
Date filed
7/29/2021, 04:08 PM
Previous filing
Jul 22, 2021
Next filing
Jun 17, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction OB Common Stock Conversion of derivative security $0 +5.77M +1071.9% $0.00 6.31M Jul 27, 2021 Direct F1, F2, F3

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 OB Series A Preferred Stock Conversion of derivative security -1.83M -100% 0 Jul 27, 2021 Common Stock 1.83M Direct F1, F2, F4
transaction OB Series B Preferred Stock Conversion of derivative security -1.53M -100% 0 Jul 27, 2021 Common Stock 1.53M Direct F1, F2, F4
transaction OB Series C Preferred Stock Conversion of derivative security -956K -100% 0 Jul 27, 2021 Common Stock 956K Direct F1, F2, F4
transaction OB Series D Preferred Stock Conversion of derivative security -1.15M -100% 0 Jul 27, 2021 Common Stock 1.15M Direct F1, F2, F4
transaction OB Series F Preferred Stock Conversion of derivative security -263K -100% 0 Jul 27, 2021 Common Stock 300K Direct F1, F2, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Each share of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series F Preferred Stock was converted into Common Stock prior to the completion of the Issuer's initial public offering of Common Stock, at the ratios specified in the Issuer's Eleventh Amended and Restated Certificate of Incorporation, which is included as Exhibit 3.3 to the Issuer's Registration Statement on Form S-1, as amended (File No. 333-257525), in connection with the consummation of the Issuer's initial public offering.
F2 The number of shares of Common Stock reported reflects the reverse stock-split undertaken by the Issuer that was not previously reflected in the Form 3 filed by the reporting persons on July 22, 2021.
F3 The shares of Common Stock are held directly by LSVP VII Trust ("LSVP VII"). Lightspeed Trustee VII, LLC ("Lightspeed Trustee") is the liquidating trustee of LSVP VII. Barry Eggers, Ravi Mhatre and Peter Nieh, as the members of Lightspeed Trustee, share voting and dispositive power with respect to the shares held by LSVP VII. Each individual disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
F4 These shares of Series A, Series B, Series C, Series D and Series F Preferred Stock will convert to Common Stock at the ratio specified in the company's Eleventh Amended and Restated Certificate of Incorporation, which is included as Exhibit 3.3 to the company's Registration Statement on Form S-1, as amended (File No. 333-257525), in connection with the consummation of the company's initial public offering.
F5 Includes 36,906 shares issued pursuant to a preset automatic anti-dilution adjustment set forth in the terms of the Series F Preferred Stock.