Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
transaction | DOCS | Class B Common Stock | Gift | $0 | +1.4M | +7.53% | $0.00 | 20M | May 24, 2023 | Class A Common Stock | 1.4M | By Tangney Annuity Trust, LLC | F1, F2, F3, F4, F5 | |
transaction | DOCS | Class B Common Stock | Gift | $0 | +7.94M | +65.85% | $0.00 | 20M | May 24, 2023 | Class A Common Stock | 7.94M | By Tangney Annuity Trust, LLC | F1, F2, F4, F5, F6 | |
holding | DOCS | Class B Common Stock | 24.2M | May 24, 2023 | Class A Common Stock | 24.2M | By Tangney Schweikert Family Trust | F1, F7 | ||||||
holding | DOCS | Class B Common Stock | 6.17M | May 24, 2023 | Class A Common Stock | 6.17M | Direct | F1 |
Id | Content |
---|---|
F1 | Each share of Class B Common Stock is convertible into one share of Class A Common Stock at any time at the option of the holder. Each share of Class B Common Stock held by the Reporting Person will automatically convert into one share of Class A Common Stock, upon the following: (1) the sale or transfer of such share of Class B Common Stock, except for certain permitted transfers described in the Issuer's amended and restated certificate of incorporation; (2) the death or incapacity of the Reporting Person; and (3) on the final conversion date, defined as the earlier of (a) the tenth anniversary of the effectiveness of the registration statement in connection with the Issuer's initial public offering; or (b) the date specified by a vote of the holders of at least 66 2/3% of the outstanding shares of Class B Common Stock, voting as a single class. |
F2 | On May 24, 2023, in connection with the termination of the Tangney Annuity Trust ("TAT"), a grantor retained annuity trust, in accordance with its terms, TAT distributed, for no consideration, all of its ownership in the Tangney Annuity Trust, LLC ("TAT LLC") to Jeffrey Tangney in the form of a final annuity payment that was exempt from Section 16 pursuant to Rule 16a-13 under the Securities and Exchange Act of 1934, as amended, with the remainder interest being distributed to (i) the Tangney Exempt Gift Trust (the "Exempt Trust"), for the benefit of Mr. Tangney's spouse, Claudia Schweikert, and their children, and (ii) the Tangney Non-Exempt Gift Trust ("Non-Exempt Trust"), for the benefit of Claudia Schweikert and their children. |
F3 | Shares held directly by TAT LLC represented by the interest in TAT LLC that was distributed by TAT to the Exempt Trust. |
F4 | TAT LLC directly holds 20,000,000 shares, representing (i) 7,724,822 shares held directly by TAT LLC represented by the interest in TAT LLC that was distributed to Mr. Tangney pursuant to the final annuity payment by TAT, (ii) 2,934,510 shares held directly by TAT LLC represented by Mr. Tangney's direct interest in TAT LLC prior to the transactions reported herein, and (iii) the shares reported in column 5 described in footnotes 3 and 6 hereto. No shares held directly by TAT LLC have been transferred as a result of the transactions reported herein. |
F5 | These shares are owned directly by TAT LLC over which Claudia Schweikert has sole voting and dispositive power. Mr. Tangney disclaims beneficial ownership over the shares held by TAT LLC, except to the extent, if any, of his pecuniary interest therein, and nothing in this report shall be deemed an admission that Mr. Tangney has beneficial ownership over any such shares for Section 16 purposes or otherwise. |
F6 | Shares held directly by TAT LLC represented by the interest in TAT LLC that was distributed by TAT to the Non-Exempt Trust. |
F7 | These shares are owned directly by the Tangney Schweikert Family Trust, a ten percent owner of the Issuer, and indirectly by Mr. Tangney as trustee of such trust. Mr. Tangney is an officer, director and ten percent owner of the Issuer. |