New Enterprise Associates 14, L.P. - Jan 25, 2022 Form 4 Insider Report for Casper Sleep Inc. (CSPR)

Role: 10%+ Owner
Signature: /s/ Louis Citron, attorney-in-fact
Stock symbol: CSPR
Transactions as of: Jan 25, 2022
Transactions value $: -$42,935,264
Form type: 4
Date filed: 1/26/2022, 05:02 PM
Previous filing: Jan 25, 2022
Next filing: Apr 7, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CSPR	Common Stock	Disposition pursuant to a tender of shares in a change of control transaction	-$42.9M	-6.22M	-100%	$6.90	0	Jan 25, 2022	Direct	F1, F2

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

New Enterprise Associates 14, L.P. is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Reflects disposition in connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of November 14, 2021 (the "Merger Agreement"), by and among Casper Sleep Inc. (the "Issuer"), Marlin Parent, Inc. ("Parent") and Marlin Merger Sub, Inc. ("Merger Sub"). On January 25, 2022, upon the closing of the merger of Merger Sub with and into the Issuer contemplated by the Merger Agreement, each share of common stock of the Issuer, par value $0.000001 per share, was cancelled and automatically converted into the right to receive an amount in cash equal to $6.90 (the "Merger Consideration"), without interest, subject to applicable withholding taxes. Includes 90 additional shares received upon conversion of shares of preferred stock in connection with the Issuer's initial public offering and not previously reported.
F2	The securities are directly held by New Enterprise Associates 14, L.P. ("NEA 14") and are indirectly held by NEA Partners 14, L.P. ("NEA Partners 14"), the sole general partner of NEA 14, NEA 14 GP, LTD ("NEA 14 LTD"), the sole general partner of NEA Partners 14 and each of the individual directors of NEA 14 LTD (NEA Partners 14, NEA 14 LTD and the individual directors of NEA 14 LTD (collectively, the "Directors") together, the "Indirect Reporting Persons"). The Directors are Forest Baskett, Anthony A. Florence, Jr., Patrick J. Kerins, Scott D. Sandell and Peter Sonsini. The Indirect Reporting Persons disclaim beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the NEA 14 securities in which the Indirect Reporting Persons have no pecuniary interest.

Content

Reflects disposition in connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of November 14, 2021 (the "Merger Agreement"), by and among Casper Sleep Inc. (the "Issuer"), Marlin Parent, Inc. ("Parent") and Marlin Merger Sub, Inc. ("Merger Sub"). On January 25, 2022, upon the closing of the merger of Merger Sub with and into the Issuer contemplated by the Merger Agreement, each share of common stock of the Issuer, par value $0.000001 per share, was cancelled and automatically converted into the right to receive an amount in cash equal to $6.90 (the "Merger Consideration"), without interest, subject to applicable withholding taxes. Includes 90 additional shares received upon conversion of shares of preferred stock in connection with the Issuer's initial public offering and not previously reported.

The securities are directly held by New Enterprise Associates 14, L.P. ("NEA 14") and are indirectly held by NEA Partners 14, L.P. ("NEA Partners 14"), the sole general partner of NEA 14, NEA 14 GP, LTD ("NEA 14 LTD"), the sole general partner of NEA Partners 14 and each of the individual directors of NEA 14 LTD (NEA Partners 14, NEA 14 LTD and the individual directors of NEA 14 LTD (collectively, the "Directors") together, the "Indirect Reporting Persons"). The Directors are Forest Baskett, Anthony A. Florence, Jr., Patrick J. Kerins, Scott D. Sandell and Peter Sonsini. The Indirect Reporting Persons disclaim beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the NEA 14 securities in which the Indirect Reporting Persons have no pecuniary interest.