Petrus Trust Company, LTA - Feb 16, 2022 Form 4 Insider Report for Cricut, Inc. (CRCT)

Role
10%+ Owner
Signature
/s/ Jonathan Covin, General Counsel, Petrus Trust Company, LTA
Stock symbol
CRCT
Transactions as of
Feb 16, 2022
Transactions value $
$0
Form type
4
Date filed
2/18/2022, 07:55 AM
Next filing
Mar 9, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CRCT Class A Common Stock Conversion of derivative security +1.15M 1.15M Feb 16, 2022 See footnotes F1, F2, F3, F4
transaction CRCT Class A Common Stock Other -1.15M -100% 0 Feb 16, 2022 See footnotes F1, F2, F3, F4

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 CRCT Class B Common Stock Conversion of derivative security -1.15M -15.07% 6.46M Feb 16, 2022 Class A Common Stock 1.15M See footnotes F1, F2, F3, F4, F5
transaction CRCT Class B Common Stock Other -375K -5.81% 6.08M Feb 16, 2022 Class A Common Stock 375K See footnotes F1, F2, F3, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On February 16, 2021, Petrus Employee Profit Share, L.P. (PAM2) distributed, without consideration and in accordance with its partnership agreement, 1,520,895 shares of Class B Common Stock to its limited partners. The limited partners of PAM2 are employees of the Petrus Asset Management division of the Petrus Trust Company, LTA (PTC), and PAM2's shares are being distributed to the employee limited partners in five annual distributions starting in 2022. The distribution is exempt under Rule 16a-9(a) and Rule 16a-13 of the Securities Exchange Act of 1934, as amended (the Act). As a result of the distribution and pursuant to the Issuer's amended and restated certificate of incorporation, 1,145,895 shares of the Issuer's Class B Common Stock automatically converted into 1,145,895 shares of the Issuer's Class A Common Stock; the remaining 375,000 shares remained shares of the Issuer's Class B Common Stock pursuant to the Issuer's amended and restated certificate of incorporation.
F2 The shares are directly held by PAM2. PAM Partners GP, LLC (PAM Partners GP) serves as the general partner of, and may be deemed to beneficially own securities owned by, PAM2. PTC serves (a) as an investment advisor to, and may be deemed to beneficially own securities owned by, PAM2, and (b) as trustee of, and may be deemed to indirectly beneficially own securities beneficially owned by, the sole member of PAM Partners GP.
F3 Each reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities covered by this statement. Each reporting person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities.
F4 Each reporting person may be deemed to be a member of a group with respect to the issuer or securities of the issuer for purposes of Section 13(d) or 13(g) of the Act. Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, a member of a group with respect to the issuer or securities of the issuer.
F5 Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder and has no expiration date.