Jack Kendrick Heilbron - 02 Feb 2022 Form 3 Insider Report for Murphy Canyon Acquisition Corp. (CDT)

Role: CEO, President, and Chairman, Director
Signature: /s/ Jack K. Heilbron
Issuer symbol: CDT
Transactions as of: 02 Feb 2022
Net transactions value: $0
Form type: 3
Filing time: 11 Feb 2022, 15:30:39 UTC
Previous filing: 07 Jan 2022
Next filing: 26 May 2022
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	MURF	Class A common stock, par value $0.0001 per share						754,000	02 Feb 2022	By Murphy Canyon Acquisition Sponsor, LLC	F1, F2

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	MURF	Warrants							02 Feb 2022	Class A common stock, par value $0.0001 per share	565,500	$11.50	By Murphy Canyon Acquisition Sponsor, LLC	F2, F3, F4, F5
holding	MURF	Class B common stock, par value $0.0001 per share							02 Feb 2022	Class A common stock, par value $0.0001 per share	3,306,250		By Murphy Canyon Acquisition Sponsor, LLC	F2, F6, F7

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

Explanation of Responses:

Id	Content
F1	The shares of Class A common stock are underlying units (the "Private Placement Units"). Each Private Placement Unit consists of one share of Class A common stock and three-quarters of one redeemable warrant.
F2	Murphy Canyon Acquisition Sponsor, LLC (the "Sponsor") is the record holder of the securities reported herein. Jack K. Heilbron is the Managing Member and control person of the members and managers of the Sponsor. By virtue of this relationship, Mr. Heilbron may be deemed to share beneficial ownership of the securities held of record by the Sponsor. Mr. Heilbron disclaims any such beneficial ownership except to the extent of his pecuniary interest.
F3	The Warrants will become exercisable upon the later of 12 months from the closing of the Issuer's initial public offering and 30 days after the completion of the Issuer's initial business combination.
F4	The Warrants will expire five years after the completion of the Issuer's business combination or earlier upon redemption or liquidation.
F5	As described in the Issuer's registration statement on Form S-1 (333-262036) (the "S-1") under the heading "Redeemable Warrants," the number of shares issuable upon exercise and the conversion price of the Warrants are subject to certain adjustments as described therein. Cashless exercise is also permitted.
F6	On November 16, 2021, the Sponsor agreed to purchase 4,312,500 shares of Class B common stock (the "Founder Shares") pursuant to a private placement for an aggregate purchase price of $25,000, or approximately $0.006 per share. On January 26, 2022, the Sponsor surrendered and forfeited 1,006,250 of the Founder Shares for no consideration, following which the Sponsor holds 3,306,250 Founder Shares.
F7	As described in the S-1 under the heading "Founder Shares," the shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Issuer's initial business combination on a one-for-one basis, subject to certain adjustments described therein.