Ashish Gupta - Nov 18, 2022 Form 4 Insider Report for Grindr Inc. (GRND)

Role
Former Director of Grindr Inc.
Signature
/s/ Ashish Gupta
Stock symbol
GRND
Transactions as of
Nov 18, 2022
Transactions value $
$56,348,701
Form type
4
Date filed
11/22/2022, 06:25 PM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction GRND Common Stock, par value $0.0001 per share Options Exercise $0 +1.71M $0.00 1.71M Nov 18, 2022 Direct F1, F2, F3
transaction GRND Common Stock, par value $0.0001 per share Award $0 +7.47M $0.00 7.47M Nov 18, 2022 By Corporation 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
transaction GRND Warrants Conversion of derivative security $2.99M +260K $11.50 260K Nov 18, 2022 Common Stock 260K $11.50 Direct F3
transaction GRND Class B ordinary shares Conversion of derivative security -1.71M -100% 0 Nov 18, 2022 Common Stock 1.71M Direct F3, F4
transaction GRND Warrants Conversion of derivative security $53.4M +4.64M $11.50 4.64M Nov 18, 2022 Common Stock 4.64M $11.50 Direct F5
* 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 definitive proxy statement and final prospectus filed pursuant to Rule 424(b)(3) (Registration No. 333-264902) (the "Proxy"), shares of the Issuer's Common Stock were issued to San Vicente Holdings LLC, a Delaware limited liability company ("SVH"), in exchange for outstanding units of LG Series X ordinary units indirectly held by SVH. The Reporting Person indirectly had a 4.5% non-voting, economic only equity interest in LG and a 5.7% non-voting, economic only interest in SVH. 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 SVH, a Delaware limited liability company ("SVH"), in exchange for warrants to purchase LG Series X ordinary units, indirectly held by SVH. The Reporting Person indirectly had a 4.5% non-voting, economic only equity interest in LG and a 5.7% non-voting, economic only interest in SVH. 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 Received pursuant to the Business Combination. As described in the Proxy, the Reporting Person was an equityholder of Tiga Sponsor LLC, a Delaware limited liability company ("Tiga Sponsor"). Tiga Sponsor previously held shares of Class B ordinary shares of Tiga. Such shares, which were previously convertible into Class A ordinary shares of Tiga, were distributed to the equityholders of Tiga Sponsor, including the Reporting Person, and were converted into shares of the Issuer's Common Stock in connection with, and upon the consummation of, the Business Combination.
F5 Received pursuant to the Business Combination. As described in the Proxy, the Reporting Person was an equityholder of Tiga Sponsor LLC, a Delaware limited liability company ("Tiga Sponsor"). Tiga Sponsor previously held warrants to purchase Class A ordinary shares of Tiga. Such warrants were distributed to the equityholders of Tiga Sponsor, including the Reporting Person, and were converted into warrants to purchase the Issuer's Common Stock in connection with, and upon the consummation of, the Business Combination.