Isaac Dietrich - Dec 15, 2024 Form 4 Insider Report for THUMZUP MEDIA Corp (TZUP)

Signature
/s/ Isaac Dietrich
Stock symbol
TZUP
Transactions as of
Dec 15, 2024
Transactions value $
$45
Form type
4
Date filed
12/17/2024, 06:52 PM
Previous filing
Dec 5, 2024

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 TZUP Series A Preferred Convertible Voting Stock Award $45.00 +15 +1.93% $3.00 791 Dec 15, 2024 Common Stock 225 $3.00 Direct F1, F2, F3
* 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"), each share of 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.
F2 As stated in the Series A Preferred Certificate of Designation, the holder shall receive dividends, which will be paid to Holders on a quarterly basis on each of March 15, June 15, September 15 and December 15 (each, a "Payment Date"), in cash or in shares of Series A Preferred Stock at Company's election, in an amount equal to $0.875 per share, per quarter totaling $3.50 per share on an annualized basis. If the dividend is paid in shares of Series A Preferred Stock, each share shall be valued at the purchase price of $45.00/share, subject to certain adjustments. Each share of Series A Preferred Convertible Voting Stock initially converts into 15 shares of common stock (the "Conversion Rate") at a reference rate (the "Reference Rate") of $3.00/share of common stock.
F3 Series A Preferred Convertible Voting Stock is exercisable upon issuance and has no expiration date.