James Fu Bin Lu - Mar 16, 2024 Form 4 Insider Report for Grindr Inc. (GRND)

Signature
/s/ William Shafton, Attorney-in-Fact
Stock symbol
GRND
Transactions as of
Mar 16, 2024
Transactions value $
-$2,144,786
Form type
4
Date filed
3/19/2024, 08:36 AM
Previous filing
Jan 8, 2024
Next filing
Apr 2, 2024

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 GRND Call Option (obligation to sell) Sale -$1.31M -444K -50% $2.96 444K Mar 16, 2024 Common Stock 444K $9.03 By Longview Grindr Holdings Limited F1, F2, F3
transaction GRND Call Option (obligation to sell) Sale -$831K -327K -50% $2.54 327K Mar 16, 2024 Common Stock 327K $10.73 By Longview Grindr Holdings Limited F3, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The exercise price was determined by multiplying the volume weighted average price of the Issuer's Common Stock for the previous five consecutive trading days (the "Spot VWAP") as of December 15, 2023, which was $8.21 (the "Initial Spot VWAP"), by 110%. The Initial Spot VWAP, and as a result, the exercise price may be adjusted for certain pre-specified events, including stock splits, stock dividends, and if at any time the then Spot VWAP is less than or equal to 80% of the Initial Spot VWAP (or, if previously adjusted, such adjusted Initial Spot VWAP).
F2 The number of shares into which the option may be exercised will be based on the sum of the principal amount (including any capitalized interest and disregarding any prepayments or redemptions) plus accrued interest and any make-whole interest, if applicable of a certain note at the time of the option exercise divided by the exercise price. The note was issued on December 15, 2023 with a principal amount of $3.6 million and accrues interest at SOFR plus 13.0% per annum. The note matures on December 31, 2024. The shares shown reflect the estimated number of shares into which the option could be exercised as of March 16, 2024.
F3 The Option was issued by Longview Grindr Holdings Limited ("LGHL"). The Reporting Person is the sole equityholder of LGHL and exercises voting and investment power with respect to LGHL.
F4 The exercise price was determined by multiplying the volume weighted average price of the Issuer's Common Stock for the previous five consecutive trading days (the "Spot VWAP") as of March 15, 2024, which was $9.75 (the "Initial Spot VWAP"), by 110%. The Initial Spot VWAP, and as a result, the exercise price may be adjusted for certain pre-specified events, including stock splits, stock dividends, and if at any time the then Spot VWAP is less than or equal to 80% of the Initial Spot VWAP (or, if previously adjusted, such adjusted Initial Spot VWAP).
F5 The number of shares into which the option may be exercised will be based on the sum of the principal amount (including any capitalized interest and disregarding any prepayments or redemptions) plus accrued interest and any make-whole interest, if applicable, of a certain note at the time of the option exercise divided by the exercise price. The note was issued on March 15, 2024 with a principal amount of $3.2 million and accrues interest at SOFR plus 13.0% per annum. The note matures on March 31, 2025. The shares shown reflect the estimated number of shares into which the option could be exercised as of March 16, 2024.