KINS Capital Sponsor LLC - Aug 28, 2023 Form 4 Insider Report for CXApp Inc. (CXAI)

Role
10%+ Owner
Signature
KINS Capital Sponsor LLC (formerly known as KINS Capital LLC) By: /s/ Khurram P. Sheikh, President
Stock symbol
CXAI
Transactions as of
Aug 28, 2023
Transactions value $
$0
Form type
4
Date filed
8/30/2023, 04:59 PM
Previous filing
Mar 17, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CXAI Class A Common Stock Other $0 -6.65M -100% $0.00* 0 Aug 28, 2023 Direct F1, F2, 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 CXAI Private Placement Warrants Other $0 -9.1M -100% $0.00* 0 Aug 28, 2023 Class A Common Stock 9.1M $11.50 Direct F1, F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Reflects Issuer securities distributed by KINS Capital Sponsor LLC (formerly known as KINS Capital LLC) ("Sponsor") to its members on a pro-rata basis.
F2 The Sponsor, in whose name the securities reported herein were held, is managed by its managing member, CVH, LLC (formerly known as Cardinal Venture Holdings LLC) ("CVH"). The managing member of CVH is Khurram P. Sheikh. Each of CVH and Mr. Sheikh may be deemed a beneficial owner of shares held by the Sponsor but each disclaims beneficial ownership of any such shares except to the extent of its or his respective pecuniary interest therein.
F3 Each private placement warrant is exercisable for one share of the Issuer's Class A Common Stock. All of the private placement warrants reported herein are exercisable.
F4 Khurram P. Sheikh is the managing member of CVH and received 1,814,120 of the shares of the Issuer's Class A common stock and 657,528 of the private placement warrants distributed by the Sponsor based on his interests therein and now owns those securities directly. JKSFS Crut, for which Mr. Sheikh is the trustee, received 453,530 of the shares of the Issuer's Class A common stock distributed by the Sponsor based on its interests therein. Mr. Sheikh may be deemed a beneficial owner of the securities held by JKSFS Crut but disclaims beneficial ownership of any such securities except to the extent of his pecuniary interest therein.

Remarks:

Khurram P. Sheikh, the managing member of CVH, serves on the board of directors of CXApp Inc. For the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each of the Sponsor and CVH may be deemed a director by deputization with respect to CXApp Inc. on the basis of Mr. Sheikh's service on CXApp Inc.'s board of directors.