Zage George Raymond III - 16 Mar 2024 Form 4 Insider Report for Grindr Inc. (GRND)

Signature
/s/ William Shafton, Attorney-in-Fact
Issuer symbol
GRND
Transactions as of
16 Mar 2024
Net transactions value
+$1,072,396
Form type
4
Filing time
19 Mar 2024, 08:37:40 UTC
Previous filing
11 Dec 2023
Next filing
02 Apr 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 (right to buy) Purchase $657,037 +221,972 $2.96 221,972 16 Mar 2024 Common Stock 221,972 $9.03 By LLC F1, F2, F3
transaction GRND Call Option (right to buy) Purchase $415,359 +163,527 $2.54 163,527 16 Mar 2024 Common Stock 163,527 $10.73 By LLC 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 $1.8 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 is held by Big Timber Holdings, LLC, a Nevis limited liability company ("Big Timber"). The Reporting Person is the Manager and sole member of Big Timber and exercises ultimate voting and investment power over the Option any shares of the Issuer's Common Stock that may be acquired by Big Timber as a result of exercise of the Option.
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 $1.6 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.