Tyler Danielson - 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, 21:42:43 UTC
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Tyler Danielson

Key filing fact

Tyler Danielson filed Form 4 for FOXO TECHNOLOGIES INC. (FOXO) on 16 Sep 2022.

Key facts

  • This page summarizes Tyler Danielson's Form 4 filing for FOXO TECHNOLOGIES INC. (FOXO).
  • 5 reported transactions and 3 derivative rows are listed below.
  • Accepted by SEC: 16 Sep 2022, 21:42.

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
+17,425
Change %
Price
Shares after
17,425
Date
15 Sep 2022
Ownership
Direct
Footnotes
F1
FOXO transaction

Common Stock

Award

Transaction value
Shares
+760,000
Change %
+4362%
Price
Shares after
777,425
Date
15 Sep 2022
Ownership
Direct
Footnotes
F2

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
+52,275
Change %
Price
$0.000000
Shares after
52,275
Date
15 Sep 2022
Ownership
Direct
Underlying class
Class A Common Stock
Underlying amount
52,275
Exercise price
$6.51
Footnotes
F3
FOXO transaction Derivative

Stock Option (right to buy)

Award

Transaction value
$0
Shares
+3,729
Change %
Price
$0.000000
Shares after
3,729
Date
15 Sep 2022
Ownership
Direct
Underlying class
Class A Common Stock
Underlying amount
3,729
Exercise price
$6.51
Footnotes
F4
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
F5
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 5 footnotes

Footnote F1

In connection with the merger described in that certain Agreement and Plan of Merger, dated as of 2/24/2022 (as amended, the "Merger Agreement"), by and among FOXO Technologies Inc., formerly Delwinds Insurance Acquisition Corp. (the "Issuer"), DWIN Merger Sub Inc. ("Merger Sub"), and FOXO Technologies Operating Company, formerly FOXO Technologies Inc. ("FOXO"), pursuant to which Merger Sub merged with and into FOXO, with FOXO surviving as a wholly-owned subsidiary of the Issuer (the "Merger"). Pursuant to the terms and conditions of the Merger Agreement, in connection with the closing of the Merger on 9/15/2022 (the "Closing Date"), the reporting person received 17,425 shares of Class A common stock in the Issuer.

Footnote F2

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 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 F3

The stock options were received in exchange for stock options to purchase 90,000 shares of Class A common stock of FOXO in connection with the Merger. As of the Closing Date, 32,913.65 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 over the following thirty-six (36) months until fully vested on 12/31/2023.

Footnote F4

The stock options were received in exchange for stock options to purchase 6,421 shares of Class A common stock of FOXO in connection with the Merger. As of the Closing Date, 1,36.57 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 8/9/2024.

Footnote F5

The stock options were received in exchange for stock options 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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