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

Role
Director
Signature
/s/ Robert Haag
Stock symbol
TZUP
Transactions as of
Dec 15, 2024
Transactions value $
$1,845
Form type
4
Date filed
12/17/2024, 07:30 PM
Previous filing
Dec 9, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TZUP Common Stock Award $0 +329 +0.11% $0.00 296K Dec 15, 2024 Westside Strategic Partners, LLC F1, F2
holding TZUP Common Stock 125 Dec 15, 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
transaction TZUP Series A Preferred Convertible Voting Stock Award $1.85K +615 +1.95% $3.00 32.2K Dec 15, 2024 Common Stock 9.23K $3.00 Westside Strategic Partners, LLC F2, F3, F4, 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 B Preferred Convertible Voting Stock dated April 17, 2024 (the "Series B 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 common stock at Company's election, in an amount equal to $1.25 per share. If the dividend is paid in shares of common stock, the number of common shares issuable shall be the quotient of the dividend payable divided by the VWAP. Each share of Series B Preferred initially converted at a ratio of 10:1 to shares of the Company's Common Stock on a cashless basis, at the option of the holder. The conversion price is currently $4.00/share of common stock.
F2 Mr. Haag is the Managing Member and sole owner of Westside Strategic Partners, LLC ("Westside"). Robert Haag has voting control and investment discretion over securities held by Westside. As such, Robert Haag may be deemed to be the beneficial owner (as determined under Section 13(d) of the Exchange Act) of the securities held by Westside.
F3 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.
F4 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.
F5 Series A Preferred Convertible Voting Stock is exercisable upon issuance and has no expiration date.