James Fu Bin Lu - 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, 05:39 PM
Previous filing
Jul 19, 2022
Next filing
Dec 13, 2022

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 38.4M 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 1.34M $11.50 By LLC F3
holding GRND Options Nov 18, 2022 Common Stock 555K By LLC F4
* 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 Longview Capital SVH LLC, a Washington limited liability company ("Longview SVH"), in exchange for outstanding units of LG Series X ordinary units. Longview Capital Holdings LLC, a Washington limited liability company ("Longview"), is the sole member of Longview SVH, which exercises ultimate voting and investment power with respect to the shares held by Longview SVH. The Reporting Person is the sole equityholder of Longview and exercises voting and investment power with respect to Longview. 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 Longview SVH in exchange for warrants to purchase LG Series X ordinary units. Longview is the sole member of Longview SVH, which exercises ultimate voting and investment power with respect to the shares held by Longview SVH. The Reporting Person is the sole equityholder of Longview and exercises voting and investment power with respect to Longview. 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.
F4 Option to acquire Issuer's Common Stock from another shareholder within 60 days of the consummation of the Business Combination.

Remarks:

Exhibit 24 - Power of Attorney