| Type | Sym | Class | Transaction | Value $ | Shares | Change % | Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | S | Class A Common Stock | +Conversion of derivative security | $271,800 | +90,000 | +25.93% | $3.02 | 437,153 | Feb 9, 2024 | Direct | F1, F2 |
| transaction | S | Class A Common Stock | -Sell | -$1,021,657 | -34,021 | -7.78% | $30.03 | 403,132 | Feb 9, 2024 | Direct | F2, F3, F4 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | S | Stock Option (right to buy) | -Options Exercise | $0 | -90,000 | -4.64% | $0.00 | 1,851,098 | Feb 9, 2024 | Class B Common Stock | 90,000 | $3.02 | Direct | F5 |
| transaction | S | Class B Common Stock | +Options Exercise | $0 | +90,000 | $0.00 | 90,000 | Feb 9, 2024 | Class A Common Stock | 90,000 | Direct | F6, F7 | ||
| transaction | S | Class B Common Stock | -Conversion of derivative security | $0 | -90,000 | -100% | $0.00 | 0 | Feb 9, 2024 | Class A Common Stock | 90,000 | Direct | F6, F7 |
Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.
Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).
| Id | Content |
|---|---|
| F1 | Represents the number of shares that were acquired upon conversion of Class B common stock to Class A common stock. |
| F2 | Certain of the shares are subject to forfeiture to the Issuer if underlying vesting conditions are not met. |
| F3 | The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 7, 2023. |
| F4 | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.80 to $30.185, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein. |
| F5 | 25% of the award vested on September 8, 2021, and the remaining 75% of the award vests in 36 equal monthly installments thereafter, subject to the reporting person's continued service to the Issuer on each vesting date. |
| F6 | 6. Each share of Class B common stock is convertible into one share of Class A common stock at any time and will convert automatically upon certain transfers and upon the earlier of (i) the date specified by a vote of the holders of 66 2/3% of the then outstanding shares of Class B common stock, (ii) seven years from the effective date of the Issuer's initial public offering ("IPO"), (iii) the first date following the IPO on which the number of shares of outstanding Class B common stock (including shares of Class B common stock subject to outstanding stock options) held by Tomer Weingarten (the "Founder"), including, without limitation, any indirect holdings, is less than 25% of the number of shares of Class B common stock (including shares of Class B common stock subject to outstanding stock options) held as of the date of the IPO, |
| F7 | (continued from footnote 6) (iv) the date fixed by the Issuer's board of directors (the "Board"), following the date on which the Founder is no longer providing services to the Issuer as an officer, employee, consultant or member of the Board, (v) the date fixed by the Board following the date, if applicable, on which the Founder is terminated for cause, as defined in the Issuer's restated certificate of incorporation, and (vi) the date that is 12 months after the Founder's death or disability, as those terms are defined in the Issuer's restated certificate of incorporation. |