Diane M. Irvine - Jan 25, 2022 Form 4 Insider Report for Casper Sleep Inc. (CSPR)

Role: Director
Signature: /s/ Michael Monahan, Attorney-in-Fact for Diane Irvine
Stock symbol: CSPR
Transactions as of: Jan 25, 2022
Transactions value $: -$268,031
Form type: 4
Date filed: 1/26/2022, 03:39 PM
Previous filing: Jan 18, 2022
Next filing: Mar 3, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CSPR	Common Stock	Disposed to Issuer	-$268K	-38.8K	-100%	$6.90	0	Jan 25, 2022	Direct	F1, F2

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	-60K	-100%	$0.00^*	0	Jan 25, 2022	Common Stock	60K	$19.65	Direct	F3, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Diane M. Irvine 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 options provided for vesting in equal monthly installments over a four year period commencing on August 16, 2019 and would have been fully vested and exercisable on July 16, 2023.
F4	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.