Jason Wilk - Jan 5, 2022 Form 4 Insider Report for VPC Impact Acquisition Holdings III, Inc. (DAVE)

Role: Chief Executive Officer, Director
Signature: /s/ John Ricci, As Attorney-in-Fact
Stock symbol: DAVE
Transactions as of: Jan 5, 2022
Transactions value $: $0
Form type: 4
Date filed: 1/7/2022, 07:37 PM
Next filing: Sep 30, 2022

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	DAVE	Class V Common Stock	Award		+48.5M			48.5M	Jan 5, 2022	Class A Common Stock	48.5M		Direct	F1, F2
transaction	DAVE	Stock Option (right to buy)	Award		+11.5M			11.5M	Jan 5, 2022	Class A Common Stock	11.5M	$0.72	Direct	F3, F4, F5

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

Explanation of Responses:

Id	Content
F1	On January 5, 2022, pursuant to that certain Agreement and Plan of Merger, dated as of June 7, 2021 (the "Merger Agreement"), by and among VPC Impact Acquisition Holdings III, Inc. (the "Issuer"), Dave Inc., a Delaware corporation ("Legacy Dave"), and the other parties thereto, the Issuer completed its initial business combination (the "Business Combination"). As a result of the Business Combination, the Issuer changed its name to Dave Inc. (Continued footnote)
F2	In connection with the Business Combination and the recapitalization in accordance with the Merger Agreement, 35,773,100 shares of Class V Common Stock of Legacy Dave held by the Reporting Person were converted into 48,450,639 shares of Class V Common Stock of the Issuer. The issuance of the shares was approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Shares of Class V Common Stock (i) are entitled to ten (10) votes per share, (ii) have no expiration date, (iii) are convertible into shares of Class A Common Stock at the option of the holders of Class V Common Stock at any time upon written notice to the Issuer on a one-for-one basis and (iv) will automatically convert into shares of Class A Common Stock immediately prior to the close of business on the earliest to occur of certain events specified in the Issuer's charter.
F3	This exercise price reflects the conversion of Legacy Dave options to options to purchase shares of Class A Common Stock of the Issuer.
F4	In connection with the Business Combination and in accordance with the Merger Agreement, an option to purchase 8,458,481 shares of Class A Common Stock of Legacy Dave held by the Reporting Person was converted into an option to purchase 11,456,061 shares of Class A Common Stock of the Issuer. The issuance of the option was approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Exchange Act.
F5	The option was granted under Legacy Dave's 2017 Stock Plan (the "Plan") and one-third of the option vests upon the Issuer's achievement of a certain stock price milestone and one-twelfth of the option vests in eight tranches if the Issuer achieves various other stock price milestones, subject to the Reporting Person's continuous employment by the Issuer as Chief Executive Officer, Executive Chair or another C-suite position reporting to the Board of Directors of the Issuer; provided, however, that if the Reporting Person's employment is terminated by the Issuer without Cause (as defined in the Plan) or he resigns for Good Reason (as defined in the Plan), then the service requirement is deemed satisfied and the option will remain outstanding and continue to vest if and when such milestone requirements are met during the period following the Reporting Person's termination of employment as specified in the option award.