Laing Rikkers - Sep 20, 2023 Form 4 Insider Report for ProSomnus, Inc. (OSA)

Role
Director
Signature
/s/ Brian B. Dow, Attorney-in-fact
Stock symbol
OSA
Transactions as of
Sep 20, 2023
Transactions value $
$0
Form type
4
Date filed
9/21/2023, 09:03 PM
Previous filing
Feb 2, 2023
Next filing
Oct 18, 2023

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 OSA Series A Preferred Stock Award +25 25 Sep 20, 2023 Common Stock 25K $1.00 See footnote F1, F2, F3
transaction OSA Warrants (right to buy) Award +25K 25K Sep 20, 2023 Common Stock 25K $1.00 See footnote F2, F3, F4
transaction OSA Series A Preferred Stock Award +25 25 Sep 20, 2023 Common Stock 25K $1.00 See footnote F1, F2, F5
transaction OSA Warrants (right to buy) Award +25K 25K Sep 20, 2023 Common Stock 25K $1.00 See footnote F2, F4, F5
transaction OSA Series A Preferred Stock Award +150 150 Sep 20, 2023 Common Stock 150K $1.00 See footnote F1, F2, F6
transaction OSA Warrants (right to buy) Award +150K 150K Sep 20, 2023 Common Stock 150K $1.00 See footnote F2, F4, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The Series A Preferred Stock is convertible (subject to certain conversion limitations prior to the Issuer obtaining stockholder approval of the transactions contemplated by the SPA) into Common Stock at the Reporting Person's election at $1 per share, which conversion price may be adjusted in accordance withe the terms of the Series A Preferred Stock, and has no expiration date.
F2 The Reporting Person acquired the shares and warrants pursuant to the terms of that certain Securities Purchase Agreement by and among the Issuer and the investors named therein, as disclosed in the Current Report on Form 8-K filed by the Issuer with the SEC on September 21, 2023 (the "SPA").
F3 Shares are held by Leander Swift Rikkers 2002 Trust for the benefit of the Reporting Person's child. The Reporting Person serves as trustee of this trust. The Reporting Person disclaims beneficial ownership of these shares to the extent that she does not have a pecuniary interest in them.
F4 The warrants become exercisable upon the Issuer obtaining shareholder approval of the transactions contemplated by the SPA.
F5 Shares are held by Laura Laing Rikkers 2004 Trust for the benefit of the Reporting Person's child. The Reporting Person serves as trustee of this trust. The Reporting Person disclaims beneficial ownership of these shares to the extent that she does not have a pecuniary interest in them.
F6 Shares are held by Trust U/A 4/29/83 fbo Laing F. Rikkers.