Spencer D. Jackson - Dec 8, 2022 Form 4 Insider Report for InterPrivate II Acquisition Corp. (GETR)

Role: General Counsel & Secretary
Signature: /s/ Spencer D. Jackson
Stock symbol: GETR
Transactions as of: Dec 8, 2022
Transactions value $: $0
Form type: 4
Date filed: 12/12/2022, 07:43 PM
Next filing: Dec 15, 2022

This filing has been restated, see here for the amended filing

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	GETR	Common Stock	Award		+20.7K			20.7K	Dec 8, 2022	By IRA	F1

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	GETR	Stock Options	Award		+135K			135K	Dec 8, 2022	Common Stock	135K	$2.44	Direct	F2
transaction	GETR	Stock Options	Award		+239K			239K	Dec 8, 2022	Common Stock	239K	$2.44	Direct	F3
transaction	GETR	Earnout Shares	Award		+10.4K			10.4K	Dec 8, 2022	Common Stock	10.4K		By IRA	F1, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Received in connection with the Issuer's business combination (the "Business Combination") with Getaround, Inc. ("Legacy Getaround") in accordance with the terms of the Agreement and Plan of Merger dated as of May 11, 2022 (the "Merger Agreement"), by and among the Issuer (f/k/a InterPrivate II Acquisition Corp.), TMPST Merger Sub I, Inc., TMPST Merger Sub II, LLC and Legacy Getaround. Pursuant to the terms of the Merger Agreement, each outstanding share of Legacy Getaround common stock was entitled to receive 0.320253 shares of Common Stock and certain earnout shares of Common Stock ("Earnout Shares"). The Business Combination closed on December 8, 2022 (the "Closing Date").
F2	Received in connection with the Business Combination in exchange for options to acquire 420,000 shares of Legacy Getaround common stock for $0.78 per share. Includes unvested stock options, of which there were 20,176 as of the Closing Date, that vest in equal installments monthly until September 1, 2023, subject to the continuous service of the Reporting Person on each vesting date.
F3	Received in connection with the Business Combination in exchange for options to acquire 746,000 shares of Legacy Getaround common stock for $0.78 per share. Includes unvested stock options, of which there were 136,108 as of the Closing Date, that vest in equal installments monthly until October 1, 2025, subject to the continuous service of the Reporting Person on each vesting date.
F4	Upon consummation of the Business Combination, the Reporting Person received the right to acquire shares of Common Stock as follows if, at any time during the period following the Closing Date and expiring on the seventh anniversary of the Closing Date, the volume-weighted average price of Common Stock equals or exceeds the respective price for any 20 trading days within any 30 consecutive trading days: 10.0% of the Earnout Shares at $13.50; 10.0% of the Earnout Shares at $17.00; 13.3% of the Earnout Shares at $25.00; 16.7% of the Earnout Shares at $30.00; 16.7% of the Earnout Shares at $37.00; 16.7% of the Earnout Shares at $46.00; and 16.7% of the Earnout Shares at $55.00.