Donald J. Trump - Mar 25, 2024 Form 3 Insider Report for Trump Media & Technology Group Corp. (DJT)

Role: 10%+ Owner
Signature: By: /s/ Nelson Mullins Riley & Scarborough LLP, Attorney-in-Fact
Stock symbol: DJT
Transactions as of: Mar 25, 2024
Transactions value $: $0
Form type: 3
Date filed: 3/28/2024, 06:56 PM
Next filing: Apr 30, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	DJT	Common Stock, par value $0.0001 per share						78.8M	Mar 25, 2024	Direct	F1

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
holding	DJT	Right to receive Earnout Shares							Mar 25, 2024	Common Stock, par value $0.0001 per share	36M		Direct	F2, F3, F4, F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Reflects the issuance by Trump Media & Technology Group Corp. (f/k/a Digital World Acquisition Corp.) (the "Issuer") on March 25, 2024, of 78,750,000 shares of Common Stock pursuant to an Agreement and Plan of Merger, dated as of October 20, 2021 (as amended by the First Amendment to Agreement and Plan of Merger, dated May 11, 2022, the Second Amendment to Agreement and Plan of Merger, dated August 9, 2023, the Third Amendment to Agreement and Plan of Merger, dated September 29, 2023, the "Merger Agreement"), among the Issuer, DWAC Merger Sub Inc., a Delaware corporation, Trump Media & Technology Group Corp., a Delaware corporation, and the representative parties thereto.
F2	On March 25, 2024, the Reporting Person became entitled to receive 36,000,000 shares of Issuer's Common Stock (the "Earnout Shares") pursuant to an "earnout" provision in the Merger Agreement, in the event that the metrics described in the following footnotes are satisfied during the three-year period following the closing (the "Closing Date") contemplated in the Merger Agreement.
F3	In the event that the dollar volume-weighted average price ("VWAP") of the Common Stock equals or exceeds $12.50 per share for twenty (20) out of any thirty (30) trading days during the period beginning on the Closing Date and ending on the 18-month anniversary of the Closing Date, the Reporting Person will be entitled to receive 13,500,000 Earnout Shares.
F4	In the event that the VWAP of the Common Stock equals or exceeds $15.00 per share for twenty (20) out of any thirty (30) trading days during the period beginning on the Closing Date and ending on the second anniversary of the Closing Date, the Reporting Person will be entitled to receive an additional 13,500,000 Earnout Shares.
F5	In the event that the VWAP of the Common Stock equals or exceeds $17.50 per share for twenty (20) out of any thirty (30) trading days during the period beginning on the Closing Date and ending on the third anniversary of the Closing Date, the Reporting Person will be entitled to receive an additional 9,000,000 Earnout Shares.