Ryan Pollock - Oct 19, 2023 Form 4 Insider Report for Urgent.ly Inc. (ULY)

Role
Director
Signature
/s/ Timothy C. Huffmyer, by power of attorney
Stock symbol
ULY
Transactions as of
Oct 19, 2023
Transactions value $
$5,733,919
Form type
4
Date filed
10/23/2023, 09:21 PM
Previous filing
Oct 18, 2023
Next filing
Jun 28, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ULY Common Stock Award $0 +14.2K $0.00 14.2K Oct 19, 2023 Direct F1
transaction ULY Common Stock Options Exercise $13.6K +151K +41.72% $0.09* 513K Oct 19, 2023 See footnote F2, F3
transaction ULY Common Stock Tax liability -$58 -643 -0.13% $0.09* 513K Oct 19, 2023 See footnote F3, F4
transaction ULY Common Stock Conversion of derivative security $5.19M +377K +73.45% $13.77* 889K Oct 19, 2023 See footnote F3
transaction ULY Common Stock Conversion of derivative security $535K +31.6K +3.55% $16.94* 921K Oct 19, 2023 See footnote F3

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 ULY Warrant (right to buy) Options Exercise $0 -151K -100% $0.00* 0 Oct 19, 2023 Common Stock 151K $0.09 See footnote F3, F5
transaction ULY Convertible Notes Conversion of derivative security $0 -377K -100% $0.00* 0 Oct 19, 2023 Common Stock 377K $13.77 See footnote F3, F6, F7
transaction ULY Convertible Notes Conversion of derivative security $0 -31.6K -100% $0.00* 0 Oct 19, 2023 Common Stock 31.6K $16.94 See footnote F3, F6, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The reported shares are represented by restricted stock units, or RSUs, which vest in three equal annual installments beginning on October 19, 2024.
F2 The amount of securities beneficially owned includes 335,096 shares previously reported on a Form 3 as convertible notes. These notes converted and the underlying shares were issued prior to the Form 3 triggering event.
F3 The shares are held of record by Iron Gate Urgently, LLC (the "LLC"). As a member of the managing committee of Iron Gate Management, the manager of the LLC, the reporting person shares investment and voting control with respect to the shares held of record by the LLC.
F4 The reporting person exercised a warrant to purchase 151,109 shares of Issuer common stock for $0.09 per share. The reporting person paid the exercise price on a cashless basis, resulting in the Issuer withholding 643 of the warrant shares to pay the exercise price and issuing the remaining 150,466 shares to the reporting person.
F5 The warrants were immediately exercisable into an equal number of shares of Common Stock.
F6 The reported amount reflects the shares issuable or the applicable exercise price in connection with the merger of Otonomo Technologies Ltd. and the Issuer.
F7 The convertible notes are exercisable upon the occurrence of certain events as set forth in the note agreement.