Serena J. Williams - 05 Jan 2023 Form 4 Insider Report for Poshmark, Inc.

Reporting relationship: Director
Issuer ticker: N/A
Reported as of: 05 Jan 2023
Net transaction value: -$37,286
SEC form: 4
Accepted by SEC: 09 Jan 2023, 15:05:32 UTC
Prior SEC filing: 08 Jun 2022
Source filing: View source filing
Reporting owner signature: /s/ Evan Ferl, Attorney-in-Fact

Key filing fact

Serena J. Williams filed Form 4 for Poshmark, Inc. on 09 Jan 2023.

Key facts

This page summarizes Serena J. Williams's Form 4 filing for Poshmark, Inc..
2 reported transactions and 1 derivative row are listed below.
Accepted by SEC: 09 Jan 2023, 15:05.

Change

Previous filing in this sequence was filed on 08 Jun 2022.
Current net transaction value: -$37,286.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

POSH transaction

Class A Common Stock

Disposed to Issuer

Transaction value: $37,286
Shares: -2,083
Change %: -100%
Price: $17.90
Shares after: 0
Date: 05 Jan 2023
Ownership: Direct
Footnotes: F1

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

POSH transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value
Shares: -180,000
Change %: -100%
Price
Shares after: 0
Date: 05 Jan 2023
Ownership: Direct
Underlying class: Class A Common Stock
Underlying amount: 180,000
Exercise price: $10.77
Footnotes: F2, F3, F4

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Serena J. Williams is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 4 footnotes

Footnote F1

Pursuant to the Agreement and Plan of Merger, dated October 3, 2022 (the "Merger Agreement"), by and among Poshmark, Inc. ("Issuer"), NAVER Corporation ("Parent"), Proton Parent, Inc. ("Proton Parent"), and Proton Merger Sub, Inc. ("Merger Sub"), on January 5, 2023, Merger Sub merged with and into Issuer, with Issuer surviving the merger as an indirect subsidiary of Parent (such merger and the other transactions contemplated by the Merger Agreement, the "Merger"). At the effective time of the Merger (the "Effective Time"), each then outstanding share of Issuer's Class A common stock was cancelled, extinguished and converted into the right to receive an amount in cash equal to $17.90, without interest (the "Merger Consideration"), subject to applicable withholding taxes.

Footnote F2

At the Effective Time, each outstanding stock option to purchase shares of Issuer's Class A common stock (a "Company Option") that was vested as of immediately prior to the Effective Time with an exercise price per share less than $17.90 (a "Vested Company Option") was automatically cancelled and converted into the right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (i) the number of shares of Issuer Class A common stock subject to such Vested Company Option and (ii) the excess, if any, of the Merger Consideration over the exercise price per share of such Vested Company Option.

Footnote F3

At the Effective Time, each Company Option that was not a Vested Company Option and was outstanding and unvested as of immediately prior to the Effective Time with an exercise price per share less than $17.90 (an "Unvested Company Option") was fully accelerated and became a Vested Company Option pursuant to the Poshmark's Amended and Restated Non-Employee Director Compensation Policy.

Footnote F4

1/48th of the shares subject to the option vested and became exercisable in 48 equal monthly installments commencing on January 15, 2019.