DD3 Sponsor Group, LLC - Nov 30, 2021 Form 4 Insider Report for Codere Online U.S. Corp. (DDMX)

Role
10%+ Owner
Signature
/s/ Alan I. Annex, Attorney-in-Fact
Stock symbol
DDMX
Transactions as of
Nov 30, 2021
Transactions value $
-$10,549
Form type
4
Date filed
11/30/2021, 08:50 PM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction DDMX Class A common stock Conversion of derivative security +1.91M +646.11% 2.21M Nov 30, 2021 Direct F1, F2
transaction DDMX Class A common stock Other -2.21M -100% 0 Nov 30, 2021 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 DDMX Class B common stock Sale -$10.5K -1.21M -38.8% $0.01* 1.91M Nov 30, 2021 Class A common stock 1.21M Direct F2, F4, F5
transaction DDMX Class B common stock Conversion of derivative security -1.91M -100% 0 Nov 30, 2021 Class A common stock 1.91M Direct F1, F2, F4
transaction DDMX Warrant Other -148K -100% 0 Nov 30, 2021 Class A common stock 148K $11.50 Direct F2, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

DD3 Sponsor Group, LLC is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Represents shares of Class B common stock of Codere Online U.S. Corp. (f/k/a DD3 Acquisition Corp. II) (the "Issuer") that converted into shares of Class A common stock of the Issuer in connection with the consummation of the business combination (the "Business Combination") pursuant to that certain Business Combination Agreement, dated as of June 21, 2021, by and among the Issuer, Codere Newco, S.A.U., Servicios de Juego Online S.A.U., Codere Online Luxembourg, S.A. ("Holdco") and Codere Online U.S. Corp.
F2 The securities are held directly by DD3 Sponsor Group, LLC (the "Sponsor") and indirectly by Jorge Combe as manager of the Sponsor. Certain of the Issuer's former directors and officers hold economic interests in the Sponsor and pecuniary interests in certain of the securities held by the Sponsor. Each of Mr. Combe and such former directors and officers disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
F3 Disposed of in exchange for ordinary shares of Holdco ("Ordinary Shares") in connection with the consummation of the Business Combination.
F4 The shares of Class B common stock were automatically convertible into shares of Class A common stock at the time of the Issuer's business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment as set forth in the Issuer's registration statement on Form S-1 (File No. 333-250212), and had no expiration date.
F5 Represents shares of Class B common stock sold by the Sponsor at their original purchase price in connection with the consummation of the Business Combination.
F6 Represents warrants underlying private units acquired by the Sponsor in connection with the Issuer's initial public offering, which warrants were converted into warrants of Holdco to purchase Ordinary Shares, at an exercise price of $11.50 per share, in connection with the consummation of the Business Combination.