Brian Chen - 15 Sep 2022 Form 4 Insider Report for FOXO TECHNOLOGIES INC. (FOXO)

Source evidence Original filing metadata and source links for verification. 3 source fields
SEC form
4
Accepted by SEC
16 Sep 2022, 21:36:51 UTC
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Brian Chen

Key filing fact

Brian Chen filed Form 4 for FOXO TECHNOLOGIES INC. (FOXO) on 16 Sep 2022.

Key facts

  • This page summarizes Brian Chen's Form 4 filing for FOXO TECHNOLOGIES INC. (FOXO).
  • 4 reported transactions and 3 derivative rows are listed below.
  • Accepted by SEC: 16 Sep 2022, 21:36.

Change

  • No earlier filing in this sequence is available for direct comparison.
  • Current net transaction value: $0.

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.

FOXO transaction

Common Stock

Award

Transaction value
Shares
+760,000
Change %
Price
Shares after
760,000
Date
15 Sep 2022
Ownership
Direct
Footnotes
F1

Reported derivative securities

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

FOXO transaction Derivative

Stock Option (right to buy)

Award

Transaction value
$0
Shares
+672,264
Change %
Price
$0.000000
Shares after
672,264
Date
15 Sep 2022
Ownership
Direct
Underlying class
Class A Common Stock
Underlying amount
672,264
Exercise price
$6.51
Footnotes
F2
FOXO transaction Derivative

Stock Option (right to buy)

Award

Transaction value
$0
Shares
+4,480
Change %
Price
$0.000000
Shares after
4,480
Date
15 Sep 2022
Ownership
Direct
Underlying class
Class A Common Stock
Underlying amount
4,480
Exercise price
$6.51
Footnotes
F3
FOXO transaction Derivative

Stock Option (right to buy)

Award

Transaction value
$0
Shares
+2
Change %
Price
$0.000000
Shares after
2
Date
15 Sep 2022
Ownership
Direct
Underlying class
Class A Common Stock
Underlying amount
2
Exercise price
$15.76
Footnotes
F4
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 4 footnotes

Footnote F1

In connection with the Merger (as defined below), the reporting person received a restricted share award equal to 760,000 shares of Class A common stock of the Issuer pursuant to the terms and conditions of the FOXO Technologies Inc. Management Contingent Share Plan (the "MIP"). The restricted share award is subject to the following three service-based vesting conditions (i) 60% of the award will become vested on the 3rd anniversary of the Closing Date (as defined below) if the reporting person is still employed by the Issuer on such date, (ii) ) 20% of the award will become vested on the 4th anniversary of the Closing Date if the reporting person is still employed by the Issuer on such date, and (iii) the final 20% of the award will become vested on the 5th anniversary of the Closing Date if the reporting person is still employed by the Issuer on such date. In addition, 1/3 of the restricted share award will become vested upon the satisfaction of certain performance-based conditions as further described in the MIP.

Footnote F2

The stock option was received in exchange for a stock option to purchase 1,157,405 shares of Class A common stock of FOXO Technologies Operating Company ("FOXO") in connection with the merger of FOXO with and into a wholly owned subsidiary of the Issuer (the "Merger"), which closed on 9/15/2022 (the "Closing Date"). As of the Closing Date, 667,085.48 of the shares of Class A common stock of the Issuer subject to the stock options were vested, and, thereafter, the remaining number of shares subject to the stock options shall vest in equal monthly installments until fully vested on 12/31/2023.

Footnote F3

The stock option was received in exchange for a stock option to purchase 7,713 shares of Class A common stock of FOXO in connection with the Merger. As of the Closing Date, 1,617.78 of the shares of Class A common stock of the Issuer subject to the stock optionss were vested, and, thereafter, the remaining number of shares subject to the stock options shall vest in equal monthly installments until fully vested on 8/9/2024.

Footnote F4

The stock option was received in exchange for a stock option to purchase 5 shares of Class A common stock of FOXO in connection with the Merger. As of the Closing Date, 0.39 of the shares of Class A common stock of the Issuer subject to the stock options were vested, and, thereafter, the remaining number of shares subject to the stock options shall vest in equal monthly installments until fully vested on 1/27/2025.

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