Nicolaus Radford - Oct 7, 2022 Form 4 Insider Report for Nauticus Robotics, Inc. (KITT)

Role
Chief Executive Officer, Director
Signature
/s/ Nicolaus Radford, by M. Dilshad Kasmani as Attorney-in-Fact
Stock symbol
KITT
Transactions as of
Oct 7, 2022
Transactions value $
$0
Form type
4
Date filed
10/12/2022, 04:42 PM
Previous filing
Sep 13, 2022
Next filing
Apr 6, 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 KITT Performance RSU Award $0 +288K $0.00 288K Oct 7, 2022 Common Stock 288K Direct F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Each Restricted Stock Unit ("RSU") is issued pursuant to the Company's 2022 Omnibus Incentive Plan and represents a contingent right to receive one share of common stock, and vesting (i.e., forfeiture restriction termination) generally is subject to the reporting person remaining an employee or director of the Company, its affiliates or subsidiaries.
F2 0% to 150% of these Performance RSUs may vest in two (2) equal installments on each of December 31, 2023 and December 31, 2024, based the Company's revenue, as reported on its audited income statement for the year ending December 31, 2022 ("Revenue"), relative to the Company's 2022 revenue as reported on its Form S-1 filed on September 9, 2022, as may be amended ("S-1 Revenue").
F3 The percentage of Performance RSUs that may vest will be (i) at the Compensation Committee's (the "Committee") discretion if the Revenue is below $11 million; (ii) 50% if the Revenue is greater than or equal to $11 million, but less than S-1 Revenue; (iii) 100% if the Revenue is greater than or equal to the S-1 Revenue, but less than 115% of S-1 Revenue; (iv) 115% if the Revenue is greater than or equal to 115% of S-1 Revenue, but less than 125% of S-1 Revenue; (v) 125% if the Revenue is greater than or equal to 125% of S-1 Revenue, but less than 150% of S-1 Revenue; (vi) 150% if the Revenue is greater than or equal to 150% of S-1 Revenue.