Key facts
- This page summarizes Sebastian Harris's Form 4 filing for PSQ Holdings, Inc. (PSQH).
- 1 reported transaction and 0 derivative rows are listed below.
- Accepted by SEC: 29 Aug 2023, 19:33.
Sebastian Harris - 25 Aug 2023 Form 4 Insider Report for PSQ Holdings, Inc. (PSQH)
- Reporting relationship
- Former Chief Operating Officer
- Issuer ticker
- PSQH
- Reported as of
- 25 Aug 2023
- Net transaction value
- $0
- SEC form
- 4
- Accepted by SEC
- 29 Aug 2023, 19:33:24 UTC
- Prior SEC filing
- 31 Jul 2023
- Source filing
- View source filing
- Reporting owner signature
- /s/ Stephen M. Moran, Attorney-in-Fact
Source evidence
Original filing metadata and source links for verification.
4 source fields
Reporting owner
1 detail
Key filing fact
Sebastian Harris filed Form 4 for PSQ Holdings, Inc. (PSQH) on 29 Aug 2023.
Change
- Previous filing in this sequence was filed on 31 Jul 2023.
- 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
View source filing
Ownership activity is grounded in SEC Form 4 disclosures.
Reported non-derivative transactions
Shares, units, or other non-derivative securities reported in this filing.
PSQH
transaction
Class A Common Stock, par value $0.0001 per share
Disposed to Issuer
- Transaction value
- $0
- Shares
- -1,704,223
- Change %
- -80%
- Price
- $0.000000
- Shares after
- 438,229
- Date
- 25 Aug 2023
- Ownership
- Direct
- Footnotes
- F1, F2, F3, F4, F5
* marks a reported price that did not pass the local price check.
Additional SEC filing notes
Filing notes and footnotes
Section 16 status
Sebastian Harris is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.
Explanation of responses 5 footnotes
Footnote F1
Reflects the disposition to PSQ Holdings, Inc. (f/k/a Colombier Acquisition Corp.) (the "Issuer") of 1,704,233 shares of Class A Common Stock pursuant to a separation and release of claims agreement entered into between Mr. Harris and the Issuer on August 25, 2023.
Footnote F2
The amount of securities beneficially owned does not include up to 33,525 shares of Class A Common Stock that Mr. Harris may be entitled to receive pursuant to the Agreement and Plan of Merger dated as of February 27, 2023 (the "Merger Agreement"), among the Issuer, PublicSq. Inc. (f/k/a PSQ Holdings. Inc.), Colombier-Liberty Acquisition, Inc. and Colombier Sponsor, LLC (the "Earn-Out Shares"), in the event that the metrics described in the following footnotes are satisfied during the period commencing on the closing date and ending on the fifth anniversary of the closing date (the "Earn-Out Period").
Footnote F3
In the event that during the Earn-Out Period the volume-weighted average trading price of Class A Common Stock quoted on the New York Stock Exchange ("NYSE") (or such other exchange on which the shares of Class A Common Stock are then listed) for any twenty (20) trading days within any thirty (30) consecutive trading day period (the "Earn-Out Trading Price") is greater than or equal to $12.50 ("Triggering Event I"), Mr. Harris will be entitled to receive up to 11,175 Earn-Out Shares. In the event that during the Earn-Out Period, the Earn-Out Trading Price is greater than or equal to $15.00 ("Triggering Event II"), Mr. Harris will be entitled to receive up to 11,175 additional Earn-Out Shares.
Footnote F4
In the event that during the Earn-Out Period, the Earn-Out Trading Price is greater than or equal to $17.50 ("Triggering Event III" and, together with Triggering Event I and Triggering Event II, the "Triggering Events"), Mr. Harris will be entitled to receive up to 11,175 additional Earn-Out Shares.
Footnote F5
If, during the Earn-Out Period, there is a change of control of the Issuer pursuant to which the Issuer or its stockholders have the right to receive consideration implying a value per share of Class A Common Stock equaling or exceeding the Earn-Out Trading Price underlying one or more Triggering Events, then, immediately prior to the consummation of such change of control, (i) to the extent the relevant Triggering Event has not previously occurred, such relevant Triggering Event shall be deemed to have occurred and (ii) Mr. Harris shall be entitled to receive his pro rata share of the applicable number of Earnout Shares to be issued based on the deemed occurrence of the applicable Triggering Event(s).