Joanna Massey - Oct 28, 2024 Form 3 Insider Report for THUMZUP MEDIA Corp (TZUP)

Role: Director
Signature: /s/ Joanna Massey
Stock symbol: TZUP
Transactions as of: Oct 28, 2024
Transactions value $: $0
Form type: 3
Date filed: 11/4/2024, 08:26 PM
Previous filing: Apr 12, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	TZUP	Common Stock						10.1K	Oct 28, 2024	Direct

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	TZUP	Series A Preferred Convertible Voting Stock							Oct 28, 2024	Common Stock	23.2K	$3.00	Direct	F1, F2
holding	TZUP	Series B Preferred							Oct 28, 2024	Common Stock	10K	$4.00	Direct	F3, F4
holding	TZUP	Employee Stock Options							Oct 28, 2024	Common Stock	120K	$5.00	Direct	F5

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

Explanation of Responses:

Id	Content
F1	As stated in the Amended and Restated Certificate of Designation of Series A Preferred Convertible Voting Stock dated September 26, 2022 (the "Series A Preferred Certificate of Designation"), Series A Preferred Convertible Voting Stock is exercisable upon issuance, and has no expiration date.
F2	Series A Preferred Convertible Voting Stock converts into 15 shares of Common Stock at a Reference Rate of $3.00, subject to adjustments as specified in the Series A Preferred Certificate of Designation.
F3	The Amended and Restated Certificate of Designation of Series B Preferred Convertible Voting Stock dated April 17, 2024 (the "Series B Preferred Certificate of Designation") allows for conversion by Dr. Massey at any time, as well as providing for automatic conversion by the Company following the 6-month anniversary of the listing on a National Stock Exchange, the Series B Preferred shall automatically convert into common stock should the Company's common stock be listed on a National Stock Exchange and close at $8.00 or more for ten (10) consecutive trading days.
F4	Each share of Series B Preferred Convertible Voting Stock was initially convertible into 10 shares of Common Stock (the "Conversion Rate") at a reference rate of $5.00 per share of Common Stock (the "Reference Rate"), which adjusted to a 20% discount to the offering price of the Company's Offering on Form S-1 in conjunction with an up-listing to a National Stock Exchange, or $4.00 per share of Common Stock, subject to adjustments as specified in the Series B Preferred Certificate of Designation.
F5	Should Dr. Massey resign or be removed prior to completing full 12 month term, the remaining portion of the options that the Director was entitled to shall be clawed back pursuant to the Company's Compensation Recovery Policy and the discretion of the Board of Directors.