David Gladstone - Oct 12, 2022 Form 4 Insider Report for Global System Dynamics, Inc. (GSD)

Signature
/s/ David Gladstone
Stock symbol
GSD
Transactions as of
Oct 12, 2022
Transactions value $
$0
Form type
4
Date filed
10/12/2022, 08:12 PM
Previous filing
Sep 21, 2021
Next filing
Nov 7, 2024

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 GSD Class B common stock Sale -2.62M -100% 0 Oct 12, 2022 Class A common stock 2.62M By Gladstone Sponsor, LLC F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

David Gladstone is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 As described in the issuer's registration statement on Form S-1 (File No. 333-252916) under the heading "Description of Securities", the Class B common stock, par value $0.0001 per share, will automatically convert into Class A common stock, par value $0.0001 per share, of the issuer at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for share splits, share capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.
F2 The reportable securities were sold in connection with a sale by the Gladstone Sponsor, LLC (the "Sponsor") of all its interests in the Issuer, including certain other rights and obligations in accordance with a purchase agreement. dated as of October 12, 2022, entered into by and among, Reporting Person, the Issuer and other certain securityholders for an aggregate purchase price of $1,500,000 (the "Purchase Agreement"). The Purchase Agreement did not allocate the consideration paid for the respective interests.
F3 The securities reported herein are held by the Sponsor. The Reporting Person controls the Sponsor, and as such has voting and investment discretion with respect to the securities held by the Sponsor and may be deemed to have beneficial ownership of the securities held directly by the Sponsor. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.