Tan Tran - Apr 9, 2024 Form 4 Insider Report for Vemanti Group, Inc. (VMNT)

Signature
/s/ Tan Tran
Stock symbol
VMNT
Transactions as of
Apr 9, 2024
Transactions value $
$0
Form type
4
Date filed
4/15/2024, 06:01 AM
Previous filing
Jul 29, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction VMNT Series A Preferred Stock Disposed to Issuer -40M -100% 0 Apr 9, 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
transaction VMNT Series B Convertible Preferred Stock Award +800K 800K Apr 9, 2024 Common Shares 20.8M $0.08 Direct F1, F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Pursuant to a Share Exchange Agreement, dated April 1, 2024, Mr. Tran surrendered 40,000,000 of Series A Preferred Shares of the Issuer in exchange for 800,000 shares of Series B Convertible Preferred Stock.
F2 Series B Convertible Preferred Stock is not convertible until April 1, 2025, pursuant to the terms of a Lock-Up Agreement between Mr. Tran and the Issuer, subject to (i) early release upon the Company up-listing to a national securities exchange, and (ii) certain limited permitted transfers where the recipient takes the securities subject to the restrictions in the Lock-Up Agreement.
F3 The Series B Preferred Stock has no expiration date.
F4 Each share of Series B Convertible Preferred Stock is currently convertible into 26 shares of Common Stock. This reflects the maximum number of shares of Common Stock that may be issued upon conversion of all shares of Series B Convertible Preferred Stock currently owned by the Reporting Person. However, the Series B Convertible Preferred Stock may not be converted if such conversion would result in the Reporting Person beneficially owning more than 9.99% of the total number of shares of Common Stock outstanding at the time of such conversion, unless otherwise approved by a majority of the Issuer's board of directors.