Emilie Arel - Jan 25, 2022 Form 4 Insider Report for Casper Sleep Inc. (CSPR)

Role: President & CEO, Director
Signature: /s/ Michael Monahan, Attorney-in-Fact for Emilie Arel
Stock symbol: CSPR
Transactions as of: Jan 25, 2022
Transactions value $: -$3,230,539
Form type: 4
Date filed: 1/26/2022, 04:00 PM
Next filing: Aug 18, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CSPR	Common Stock	Disposed to Issuer	-$894K	-130K	-27.67%	$6.90	339K	Jan 25, 2022	Direct	F1
transaction	CSPR	Common Stock	Disposed to Issuer	-$2.34M	-339K	-100%	$6.90	0	Jan 25, 2022	Direct	F2, F3

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	-570K	-100%	$0.00^*	0	Jan 25, 2022	Common Stock	570K	$19.65	Direct	F4, F5

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

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

Explanation of Responses:

Id	Content
F1	Prior to the merger of Merlin Merger Sub, Inc. ("Merger Sub") with and into Casper Sleep Inc. (the "Issuer") (the "Merger") contemplated by the Agreement and Plan of Merger, dated as of November 14, 2021 (the "Merger Agreement"), by and among the Issuer, Marlin Parent, Inc. and Merger Sub, the Reporting Person contributed 129,562 shares of the Issuer's common stock to a limited partnership affiliated with Durational Capital Management, LP in exchange for units of the limited partnership. The Issuer shares were valued at $6.90 per share, which is the amount equal to the Merger Consideration (as defined below).
F2	Reflects disposition in connection with the consummation of the transactions contemplated by the Merger Agreement. On January 25, 2022, upon the closing of the Merger, 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.
F3	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.
F4	The option provided for vesting as to 25% of the shares on July 15, 2020 and (i) in 36 monthly installments of 10,625 shares thereafter until July 15, 2023 and (ii) in 12 monthly installments of 3,750 shares thereafter until July 15, 2024.
F5	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.

Remarks:

Exhibit 24 - Power of Attorney.