Eric Benhamou - Oct 15, 2021 Form 4 Insider Report for GRID DYNAMICS HOLDINGS, INC. (GDYN)

Role
Director
Signature
/s/ Anil Doradla, by power of attorney
Stock symbol
GDYN
Transactions as of
Oct 15, 2021
Transactions value $
$122,963
Form type
4
Date filed
10/19/2021, 06:30 PM
Previous filing
Sep 16, 2021
Next filing
Oct 19, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction GDYN Common Stock Other $123K +12.1K +0.87% $10.19 1.41M Oct 15, 2021 See footnote F1, F2, F3, F4
holding GDYN Common Stock 264K Oct 15, 2021 Direct
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On October 15, 2021, the Reporting Person received these shares of the Issuer's common stock pursuant to an "earn-out" provision in Section 2.19(e)(ii) of that certain Agreement and Plan of Merger (the "Merger Agreement") dated as of November 13, 2019 by and among the Issuer and the parties listed in the Merger Agreement.
F2 (continuation from footnote 1) The Merger Agreement provided that if, after preparing the "Closing Statement" required by the Merger Agreement, the "Post-Closing Adjustment" (which generally relates to cash accounts, working capital and indebtedness at the "Closing Date") was a positive number, the Issuer would be required to issue that number of new shares of common stock of the Issuer equal to the Post-Closing Adjustment divided by the "Parent Stock Signing Price" (i.e. $10.19), and to deposit such shares with the "Exchange Agent" for distribution to the "Shareholders" in accordance with their "Shareholder Pro Rata Shares" (as each such term is defined in the Merger Agreement), for no additional consideration.
F3 (continuation from footnote 2) The Reporting Person's right to receive such additional shares in a non-market manner for no additional consideration became fixed and irrevocable on March 5, 2020, the effective date of the merger. Accordingly, by law, the date of acquisition of such earn-out shares for purposes of Section 16(b) is March 5, 2020, the effective date of the merger.
F4 The shares are held of record by BGV Opportunity Fund, for which the Reporting Person serves as an officer, director and general partner.