| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | RAIN | Common Stock | Disposition pursuant to a tender of shares in a change of control transaction | -3.85M | -100% | 0 | Jan 26, 2024 | By LP | F1, F2, F3, F4 |
Kevin Tang is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger, dated as of December 13, 2023, by and among the Issuer, Pathos AI, Inc. ("Parent"), and WK Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent, to which Parent completed a tender offer for shares of common stock of the Issuer, $0.001 par value per share (each, a "Share"), and thereafter merged with and into the Issuer effective as of January 26, 2024 (the "Effective Time"). At the Effective Time, each issued and outstanding Share was converted into the right to receive $1.16 per Share plus one contingent value right for potential cash payments of up to approximately $0.17 per Share. From and after the Effective Time, all Shares were no longer outstanding and were automatically cancelled. |
| F2 | The Reporting Person has delivered to the Issuer the full amount of the disgorgeable profit arising the sale reported herein, in the amount of $18,729.24. |
| F3 | The Reporting Persons received the following in exchange for each Share tendered in connection with the Merger: $1.16 in cash per Share and one contingent value right for potential cash payments of up to approximately $0.17 per Share. |
| F4 | The shares are beneficially owned by Tang Capital Partners, LP ("TCP"). Kevin Tang is the sole manager of Tang Capital Management, LLC ("TCM"), which is the general partner of TCP. Mr. Tang has a pecuniary interest in the shares beneficially held by TCP. |