J. Michael Gearon Jr - Nov 18, 2022 Form 3 Insider Report for Grindr Inc. (GRND)

Signature
/s/ William Shafton, Attorney-in-fact
Stock symbol
GRND
Transactions as of
Nov 18, 2022
Transactions value $
$0
Form type
3
Date filed
11/22/2022, 05:33 PM
Next filing
Aug 29, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding GRND Common Stock, par value $0.0001 per share 14.9M Nov 18, 2022 By LLC F1, F2

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
holding GRND Warrants Nov 18, 2022 Common Stock 520K $11.50 By LLC F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Received pursuant to the Agreement and Plan of Merger, dated May 9, 2022 (the "MA"), by and among Grindr Group LLC ("LG"), Tiga Acquisition Corp. ("Tiga") and Tiga Merger Sub LLC, a subsidiary of Tiga ("Sub I", and together with Tiga and LG, the "Entities"), as amended in the First Amendment to the MA, dated October 5, 2022, by and among Tiga Merger Sub II LLC, a subsidiary of Tiga ("Sub II") and the Entities, pursuant to which Sub I first merged with and into LG, whereupon the separate corporate existence of Sub I ceased, and LG became the surviving company and continued in existence as a wholly owned subsidiary of Tiga until promptly thereafter and as part of the overall transaction, when LG merged with and into Sub II, with Sub II being the entity that survived such second merger and continued in existence as a wholly owned subsidiary of Tiga (the "Business Combination"). Tiga domesticated as a Delaware corporation and subsequently changed its name to Grindr Inc. (the "Issuer").
F2 As described in the Issuer's proxy statement (Registration No. 333-264902) (the "Proxy"), shares of the Issuer's Common Stock were issued to 28th Street Ventures LLC, a Georgia limited liability company ("28th Street"), in exchange for outstanding units of LG Series X ordinary units. The Reporting Person and The 1997 Gearon Family Trust are controlling members of 28th Street and, as a result, exercise ultimate voting and investment power with respect to the shares held by 28th Street. 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.
F3 As described in the Proxy, warrants to purchase the Issuer's Common Stock were issued to 28th Street in exchange for warrants to purchase LG Series X ordinary units. The Reporting Person and The 1997 Gearon Family Trust are controlling members of 28th Street and, as a result, exercise ultimate voting and investment power with respect to the shares held by 28th Street. 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.

Remarks:

Exhibit 24 - Power of Attorney