| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | BHG | Series B Convertible Perpetual Preferred Stock | Award | $8.5M | +8.5K | $1,000.00* | 0 | Oct 17, 2022 | Common Stock | 6M | See footnote | F1, F2, F3, F4, F5, F6 |
| Id | Content |
|---|---|
| F1 | The Issuer's Series B Convertible Perpetual Preferred Stock ("Preferred Stock") is convertible at the option of the holder (subject to the expiration or early termination of the applicable waiting period, if any, under the HSR Act) into the number of shares of Issuer's common stock ("Common Stock") equal to the quotient of (a) the sum of (i) the liquidation preference (initially $1,000 plus increases for compounded dividends) plus (ii) the accrued dividends with respect to each share of Preferred Stock as of the applicable conversion date divided by (b) the conversion price (initially approximately $1.4169) as of the applicable conversion date, subject to anti-dilution adjustments. |
| F2 | The Preferred Stock has no expiration date. At any time after the third anniversary of the original issuance date, if the closing price per share of Common Stock is greater than 287% of the then- applicable conversion price (initially $4.07) for (x) each of at least 20 in any period of 30 consecutive trading days and (y) the last trading day immediately before the Issuer provides notice of its election to convert, the Issuer may elect to convert all of the Preferred Stock into the relevant number of shares of Common Stock. [Continued on Note 3] |
| F3 | [Continuation of Note 2] At any time on or after the fifth anniversary of the original issuance date, the Issuer may redeem all of the Preferred Stock for a per share amount in cash equal to: (i) the sum of (A) the liquidation preference (reflecting increases for compounded dividends) thereof plus (B) all accrued dividends as of the applicable redemption date, multiplied by (ii) (A) 105% if the redemption occurs at any time prior to the seventh anniversary of the original issuance date and (B) 100% if the redemption occurs at any time on or after the seventh anniversary of the original issuance date. |
| F4 | As of the date hereof, Bessemer Venture Partners IX L.P. ("Bessemer IX"), Bessemer Venture Partners IX Institutional L.P. ("Bessemer Institutional, and together with Bessemer IX, the "Bessemer IX Funds"), Bessemer Venture Partners Century Fund L.P. ("Bessemer Century"), Bessemer Venture Partners Century Fund Institutional L.P. ("Bessemer Century Institutional", and together with Bessemer Century, the "Bessemer Century Funds") and 15 Angels II LLC ("15 Angels") own 2,693,837 shares of Common Stock underlying the Preferred Stock, 2,158,174 shares of Common Stock underlying the Preferred Stock, 156,675 shares of Common Stock underlying the Preferred Stock, 989,457 shares of Common Stock underlying the Preferred Stock and 705 shares of Common Stock underlying the Preferred Stock, respectively. |
| F5 | As of the date hereof, Bessemer IX, Bessemer Institutional, Bessemer Century, Bessemer Century Institutional and 15 Angels own 3,817 shares of the Preferred Stock, 3,058 shares of the Preferred Stock, 222 shares of the Preferred Stock, 1,402 shares of the Preferred Stock and 1 share of the Preferred Stock, respectively. |
| F6 | The Reporting Person is a director of Deer X & Co. Ltd. ("Deer X Ltd") which is the general partner of Deer X & Co. L.P. ("Deer X LP"), which is the general partner of the Bessemer Century Funds. The Reporting Person disclaims beneficial ownership of the securities held by the Century Funds, except to the extent of his pecuniary interest, if any, in such securities by virtue of his interest in Deer X Ltd and Deer X LP. The Reporting Person has an indirect, passive economic interest in the shares held by the Bessemer IX Funds and 15 Angels II LLC ("15 Angels"). The Reporting Person disclaims beneficial ownership of the securities held by the Bessemer IX Funds and 15 Angels, except to the extent of his pecuniary interest, if any, in such securities by virtue of his indirect interest in the Bessemer IX Funds and 15 Angels. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities. |