REVOLUTION MANAGEMENT CO LLC - 30 Sep 2024 Form 4 Insider Report for Inspirato Inc (ISPO)

Role
10%+ Owner
Signature
Revolution Management Company LLC, By /s/ Stephen M. Case, Manager
Issuer symbol
ISPO
Transactions as of
30 Sep 2024
Net transactions value
$0
Form type
4
Filing time
28 Oct 2024, 18:16:26 UTC
Previous filing
19 Aug 2022
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ISPO Class A Common Stock Conversion of derivative security $0 +838,423 +1677% $0.000000 888,423 30 Sep 2024 By Revolution Portico Holdings LLC F1, F2
transaction ISPO Class A Common Stock Conversion of derivative security $0 +56,250 $0.000000 56,250 30 Sep 2024 By Exclusive Resorts, LLC F1, F3
transaction ISPO Class V Common Stock Other $0 -838,423 -100% $0.000000 0 30 Sep 2024 By Revolution Portico Holdings LLC F1, F2
transaction ISPO Class V Common Stock Other $0 -56,250 -100% $0.000000 0 30 Sep 2024 By Exclusive Resorts, LLC F1, F3
holding ISPO Class A Common Stock 19,973 30 Sep 2024 By Alps Investment Holdings LLC 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 ISPO Common Units Conversion of derivative security -838,423 -100% 0 30 Sep 2024 Class A Common Stock 838,423 By Revolution Portico Holdings LLC F1, F2, F5
transaction ISPO Common Units Conversion of derivative security -56,250 -100% 0 30 Sep 2024 Class A Common Stock 56,250 By Exclusive Resorts, LLC F1, F3, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

REVOLUTION MANAGEMENT CO LLC is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Represents the mandatory, automatic exchange of Common Units ("Common Units") of Inspirato LLC ("Inspirato"), a direct subsidiary of the Issuer, for shares of Class A Common Stock and the cancellation, for no consideration, of an equivalent number of shares of Class V Common Stock (the "Mandatory Exchange"), in connection with a "Continuing Member COC" (as defined in the Eleventh Amended and Restated Limited Liability Agreement of Inspirato).
F2 Securities are held directly by Revolution Portico Holdings LLC ("Portico"). Revolution Management Company LLC ("Revolution") is the manager of Portico and may be deemed to beneficially own the shares held by Portico. Stephen M. Case is the manager of Revolution, and may be deemed to share voting and investment power over the shares held by Portico. Each of Revolution and Mr. Case disclaims beneficial ownership of these shares except to the extent of its or his respective pecuniary interest therein.
F3 Securities are held directly by Exclusive Resorts, LLC ("Exclusive"). Revolution is the manager of Exclusive and may be deemed to beneficially own the shares held by Exclusive. Stephen M. Case is the manager of Revolution, and may be deemed to share voting and investment power over the shares held by Exclusive. Each of Revolution and Mr. Case disclaims beneficial ownership of these shares except to the extent of its or his respective pecuniary interest therein.
F4 Shares are held directly by Alps Investment Holdings LLC ("Alps"). Revolution is the manager of Alps and may be deemed to beneficially own the shares held by Alps. Stephen M. Case is the manager of Revolution, and may be deemed to share voting and investment power over the shares held by Alps. Each of Revolution and Mr. Case disclaims beneficial ownership of these shares except to the extent of its or his respective pecuniary interest therein.
F5 Represents Common Units of Inspirato. Pursuant to the Eleventh Amended and Restated Limited Liability Agreement of Inspirato, prior to the Mandatory Exchange, the Reporting Person had the right to redeem the Common Units, from time to time for, at the election of the Issuer, newly-issued Class A Common Stock of the Issuer on a one-for-one basis or a corresponding amount of cash; provided, that the Issuer could elect to effect a direct exchange of Class A Common Stock for such Common Units. In connection with any redemption or exchange of Common Units, a corresponding number of shares of Class V Common Stock of the Issuer would be canceled.

Remarks:

On October 16, 2023, the Issuer effected a 1-for-20 reverse stock split of its Class A common stock and Class V common stock and Inspirato effected a corresponding 1-for-20 reverse split of the Common Units (collectively, the "Reverse Stock Split"), which is reflected in the Reporting Persons' number of securities beneficially owned reported in this filing.