Neil Parikh - 25 Jan 2022 Form 4 Insider Report for Casper Sleep Inc.

Role
Director
Signature
/s/ Michael Monahan, Attorney-in-Fact for Neil Parikh
Issuer symbol
N/A
Transactions as of
25 Jan 2022
Net transactions value
-$11,355,151
Form type
4
Filing time
26 Jan 2022, 15:32:36 UTC
Previous filing
06 Jul 2021
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CSPR Common Stock Disposed to Issuer $7,422,151 -1,075,674 -100% $6.90 0 25 Jan 2022 Direct F1, F2
transaction CSPR Common Stock Disposed to Issuer $1,863,000 -270,000 -100% $6.90 0 25 Jan 2022 Miesau Trust, LLC F1, F3
transaction CSPR Common Stock Disposed to Issuer $2,070,000 -300,000 -100% $6.90 0 25 Jan 2022 ABE Holdings, LLC F1, F4

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 CSPR Stock Option Disposed to Issuer $0 -225,000 -100% $0.000000* 0 25 Jan 2022 Common Stock 225,000 $13.60 Direct F5, F6
transaction CSPR Stock Option Disposed to Issuer $0 -120,000 -100% $0.000000* 0 25 Jan 2022 Common Stock 120,000 $19.65 Direct F6, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Neil Parikh is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Reflects disposition in connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of November 14, 2021 (the "Merger Agreement"), by and among Casper Sleep Inc. (the "Issuer"), Marlin Parent, Inc. and Marlin Merger Sub, Inc. ("Merger Sub"). On January 25, 2022, upon the closing of the merger of Merger Sub with and into the Issuer (the "Merger") contemplated by the Merger Agreement, each share of common stock of the Issuer, par value $0.000001 per share, was cancelled and automatically converted into the right to receive an amount in cash equal to $6.90 (the "Merger Consideration"), without interest, subject to applicable withholding taxes.
F2 In accordance with the Merger Agreement, each restricted stock unit award ("RSU Award") of the Issuer outstanding immediately prior to the effective time of the Merger (whether vested or unvested) was cancelled and converted into the right to receive an amount in cash, subject to applicable withholding taxes, equal to the Merger Consideration multiplied by the number of shares of Issuer common stock subject to such RSU Award.
F3 The Reporting Person is the Investment Advisor to Miesau Trust, which is the sole member of Miesau Trust, LLC.
F4 The Reporting Person is the Investment Advisor to ABE Trust, which is the sole member of ABE Holdings, LLC.
F5 The options were fully vested and exercisable.
F6 In accordance with the Merger Agreement, each option to acquire common stock of the Issuer that was unvested or had a per share exercise price equal to or greater than the Merger Consideration was cancelled for no consideration as of the effective time of the Merger.
F7 The options would have fully vested and become exercisable on July 16, 2023.

Remarks:

Exhibit 24 - Power of Attorney.