| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | S | Class A Common Stock | Sale | -$263K | -9.94K | -3.22% | $26.45 | 299K | Aug 8, 2022 | Direct | F1, F2 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | S | Class B Common Stock | Gift | $0 | +63.9K | +1.53% | $0.00 | 4.24M | Jul 13, 2022 | Class A Common Stock | 63.9K | Direct | F3, F4, F5 | |
| holding | S | Class B Common Stock | 136K | Aug 8, 2022 | Class A Common Stock | 136K | By Trust | F3, F4, F6 | ||||||
| holding | S | Class B Common Stock | 400K | Aug 8, 2022 | Class A Common Stock | 400K | By Trust | F3, F4, F7 |
| Id | Content |
|---|---|
| F1 | The sale reported on this Form 4 represents an Issuer mandated sale by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of Restricted Stock Units, and it does not represent a discretionary trade by the Reporting Person. Pursuant to the Issuer's equity incentive plan, an award recipient's tax withholding obligations must be funded by a "sell to cover" transaction. |
| F2 | Certain of the shares are subject to forfeiture to the Issuer if underlying vesting conditions are not met. |
| F3 | Each share of Class B common stock is convertible into one share of Class A common stock at any time and will convert automatically upon certain transfers and upon the earliest of (i) the date specified by a vote of the holders of 66 2/3% of the then outstanding shares of Class B common stock, (ii) seven years from the effective date of the Issuer's initial public offering ("IPO"), (iii) the first date following the IPO on which the number of shares of outstanding Class B common stock (including shares of Class B common stock subject to outstanding stock options) held by the reporting person, including certain entities that the reporting person controls, is less than 25% of the number of shares of Class B common stock (including shares of Class B common stock subject to outstanding stock options) that the reporting person originally held as of the date of the IPO, |
| F4 | (continued from footnote 3) (iv) the date fixed by the Issuer's board of directors (the "Board"), following the date on which the reporting person is no longer providing services to the Issuer as an officer, employee, consultant or member of the Board, (v) the date fixed by the Board following the date, if applicable, on which the reporting person is terminated for cause, as defined in the Issuer's restated certificate of incorporation, and (vi) the date that is 12 months after the reporting person's death or disability, as those terms are defined in the Issuer's restated certificate of incorporation. |
| F5 | This transaction represents an annuity distribution from the Tomer Weingarten 2021 Grantor Retained Annuity Trust dated April 29, 2021, to the reporting person's direct ownership in a transaction exempt pursuant to Rule 16a13. |
| F6 | These securities are held by the Tomer Weingarten 2021 Grantor Retained Annuity Trust dated April 29, 2021, of which the Reporting Person is trustee. |
| F7 | These securities are held by a trust over whose trustee the Reporting Person can exercise remove and replace powers. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein, if any. |