R. Matacunas - Feb 22, 2022 Form 4/A - Amendment Insider Report for SPAR Group, Inc. (SGRP)

Role
Chief Executive Officer, Director
Signature
/s/ Michael R. Matacunas
Stock symbol
SGRP
Transactions as of
Feb 22, 2022
Transactions value $
$0
Form type
4/A - Amendment
Date filed
5/17/2023, 01:13 PM
Date Of Original Report
Feb 15, 2023
Previous filing
Jun 3, 2021
Next filing
May 17, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SGRP Common Stock, $.01 par value Options Exercise $0 +15.4K $0.00 15.4K Feb 22, 2022 Direct F1, F2, F3

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 SGRP Restricted Stock Units, Based on Common Stock $.01 par value Options Exercise $0 -26.3K -100% $0.00* 0 Feb 22, 2022 Common Stock, $.01 par value 26.3K $0.00 Direct F1, F2, F3
transaction SGRP Restricted Stock Units, Based on Common Stock $.01 par value Award $0 +89.3K $0.00 89.3K May 15, 2022 Common Stock, $.01 par value 89.3K $0.00 Direct F3, F4
holding SGRP Option to Buy Common Stock, $.01 par value 630K Feb 22, 2022 Common Stock, $.01 par value 630K $1.90 Direct F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On February 22, 2021, the Reporting Person received an inducement award approved by SPAR Group, Inc.'s (the Issuer) Board of Directors for Restricted Stock Units (RSUs) for $50,000 of shares of SGRP's Common Stock representing 26,315 shares of the Issuer's Common Stock based on the market price of $1.90 per share on February 22, 2021 (the RSU issuance date). Subject to certain conditions (including the Reporting Person's continued employment by the Issuer at such time), the RSUs were scheduled on February 22, 2022, to automatically vest and convert and become payable either (at the option of the Issuer) in cash or Common Stock issued directly from the Issuer, but no exercise price or other payment for such shares is required (other than applicable tax withholdings).
F2 On February 22, 2022, the RSUs automatically vested and converted and became payable either, at the option of SPAR Group, Inc. (the Issuer), in cash or Common Stock issued directly from the Issuer. On September 30, 2022, the Issuer elected to issue Common Stock in a letter to the Reporting Person, giving rise to the Reporting Person's right to receive such Common Stock but no exercise price or other payment for such shares was required (other than applicable tax withholdings). Although the Reporting Person was entitled to receive 26,315 shares of the Issuer's Common Stock upon such vesting, the Reporting Person elected to satisfy his tax withholding obligations by using a portion of those shares, and accordingly only the 15,393 shares of the Issuer's Common Stock were issued to the Reporting Person.
F3 Not applicable.
F4 On February 22, 2021, the Reporting Person received an inducement award approved by SPAR Group, Inc.'s (the Issuer) Board of Directors for Restricted Stock Units (RSUs) for $100,000 of shares of the Issuer's Common Stock issuable on May 15 of each year he remains employed by the Issuer, commencing in 2022. On May 15, 2022, the Reporting Person automatically received from the Issuer RSUs for 89,286 shares of the Issuer's Common Stock based on the market price of $1.12 per share on May 13, 2022 (the last trading day preceding the RSU issuance date). Subject to certain conditions (including the Reporting Person's continued employment by the Issuer at such time), the RSUs are scheduled on May 15, 2023, to automatically vest and convert and become payable either (at the option of the Issuer) in cash or Common Stock issued directly from the Issuer, but no exercise price or other payment for such shares is required (other than applicable tax withholdings).
F5 As previously reported in the Reporting Person's Form 3, on February 22, 2021, the Reporting Person received an inducement award approved by SPAR Group, Inc.'s (the Issuer) Board of Directors for options to purchase 630,000 shares of the Common Stock of the Issuer at an exercise price of $1.90 per share (which was the market price on February 22, 2021, the date of the options were issued). Subject to certain conditions (including the Reporting Person's continued employment by the Issuer at such time), the options were scheduled on February 22, 2022, to automatically vest. On February 22, 2022, the options automatically vested and became exercisable at the option of the Reporting Person, which requires notice and payment of $1.90 per share to the Issuer to effect such exercise (plus any applicable tax withholdings). The options automatically expire on February 22, 2031.