George Raymond Zage III - Nov 18, 2022 Form 4 Insider Report for Grindr Inc. (GRND)

Signature
/s/ George Raymond Zage, III
Stock symbol
GRND
Transactions as of
Nov 18, 2022
Transactions value $
$188,872,228
Form type
4
Date filed
11/22/2022, 06:33 PM
Next filing
Dec 5, 2022

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 +5.13M $0.00 5.13M Nov 18, 2022 Direct F1, F2, F3
transaction GRND Common Stock, par value $0.0001 per share Award $0 +72M $0.00 72M 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 $28.8M +2.5M $11.50 2.5M Nov 18, 2022 Common Stock 2.5M $11.50 Through corporation F3
transaction GRND Class B ordinary shares Conversion of derivative security -5.13M -100% 0 Nov 18, 2022 Common Stock 5.13M Direct F3, F4
transaction GRND Warrants Conversion of derivative security $160M +13.9M $11.50 13.9M Nov 18, 2022 Common Stock 13.9M $11.50 Direct F5
transaction GRND Options Conversion of derivative security +381K 381K Nov 18, 2022 Common Stock 381K Through corporation F6
* 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) ("Proxy"), Issuer's Common Stock were issued to San Vicente Holdings LLC, ("SVH") in exchange for LG Series X ordinary units indirectly held by SVH. The Reporting Person indirectly had a 43% non-voting, economic only interest in LG through Tiga SVH Investments Ltd. ("TSVH"), which held a 54.1% non-voting, economic only interest in SVH. Tiga Investments Pte. Ltd. ("TI") is the sole equityholder of Tiga SVH and exercises ultimate voting and investment power of the shares held by TSVH. The Reporting Person is the sole equityholder of TI and exercises ultimate voting and investment power of the shares held by TI. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. The inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares 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, in exchange for warrants to purchase LG Series X ordinary units, indirectly held by SVH. The Reporting Person indirectly had a 43% non-voting, economic only equity interest in LG through Tiga, which held a 54.1% non-voting, economic only interest in SVH. TI is the sole equityholder of Tiga SVH and exercises ultimate voting and investment power with respect to the shares held by Tiga SVH. The Reporting Person is the sole equityholder of TI and exercises ultimate voting and investment power with respect to the shares held by TI. 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.
F6 Option to acquire Issuer's Common Stock from another shareholder within 60 days of the consummation of the Business Combination.