Key facts
- This page summarizes SMC Holdings II, LP's Form 3 filing for ProSomnus, Inc..
- 0 reported transactions and 3 derivative rows are listed below.
- Accepted by SEC: 23 Oct 2023, 16:59.
SMC Holdings II, LP - 20 Sep 2023 Form 3 Insider Report for ProSomnus, Inc.
- Reporting relationship
- 10%+ Owner
- Issuer ticker
- N/A
- Reported as of
- 20 Sep 2023
- Net transaction value
- $0
- SEC form
- 3
- Accepted by SEC
- 23 Oct 2023, 16:59:34 UTC
- Next SEC filing
- 08 Dec 2023
- Source filing
- View source filing
- Reporting owner signature
- SMC Holdings II, LP, by SMC Holdings II G.P., LLC, as its general partner By: /s/ Gregory P. Ho
Source evidence
Original filing metadata and source links for verification.
4 source fields
Reporting owner
1 detail
Key filing fact
SMC Holdings II, LP filed Form 3 for ProSomnus, Inc. on 23 Oct 2023.
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
Official SEC source
View source filing
Ownership activity is grounded in SEC Form 3 disclosures.
Reported non-derivative transactions
Shares, units, or other non-derivative securities reported in this filing.
OSA
holding
Common Stock, par value $0.001
No transaction description listed
- Transaction value
- Shares
- Change %
- Price
- Shares after
- 246,068
- Date
- 20 Sep 2023
- Ownership
- Direct
- Footnotes
- F1
Reported derivative securities
Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.
OSA
holding
Derivative
Warrant to purchase Common Stock
No transaction description listed
- Transaction value
- Shares
- Change %
- Price
- Shares after
- Date
- 20 Sep 2023
- Ownership
- Direct
- Underlying class
- Common Stock
- Underlying amount
- 296,456
- Exercise price
- $11.50
- Footnotes
- F1
OSA
holding
Derivative
Series A Preferred Stock
No transaction description listed
- Transaction value
- Shares
- Change %
- Price
- Shares after
- Date
- 20 Sep 2023
- Ownership
- Direct
- Underlying class
- Common Stock
- Underlying amount
- 961,846
- Exercise price
- $1.00
- Footnotes
- F1, F2, F3
OSA
holding
Derivative
Subordinated Secured Convertible Notes Due April 6, 2026
No transaction description listed
- Transaction value
- Shares
- Change %
- Price
- Shares after
- Date
- 20 Sep 2023
- Ownership
- Direct
- Underlying class
- Common Stock
- Underlying amount
- 626,260
- Exercise price
- $5.20
- Footnotes
- F1, 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
The reported securities are directly owned by SMC Holdings II, LP, a Delaware limited partnership ("Holdings"), and may be deemed to be indirectly beneficially owned by SMC Holdings II G.P., LLC, a Delaware limited liability company ("Holdings GP"), as general partner of Holdings. The reported securities may also be deemed to be indirectly beneficially owned by each of John L. Steffens and Gregory P. Ho, as the managing members of Holdings GP. Each of Holdings GP, Mr. Steffens and Mr. Ho disclaims beneficial ownership of the reported securities except to the extent of their respective pecuniary interests therein, and this report shall not be deemed an admission that he or it is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
Footnote F2
The Series A Preferred Stock ("Series A Stock") is perpetual and therefore has no expiration date.
Footnote F3
On September 20, 2023, the Issuer entered into a Securities Purchase Agreement (the "SPA") with Holdings and the other investors named therein, pursuant to which Holdings purchased an aggregate of 3,000 shares of Series A Stock, with 2,400 shares of Series A Stock being purchased at a closing on September 20, 2023 and 600 shares of Series A Stock purchased at a closing on October 20, 2023. Each share of Series A Stock is convertible into 1,000 shares of the common stock of the Issuer ("Common Stock"). Prior to the date on which the Issuer obtains stockholder approval for all of the Common Stock issuable in respect of the convertible securities issued pursuant to or contemplated by the SPA ("Stockholder Approval"), Holdings may only convert its shares of Series A Stock into an aggregate of 961,846 shares of Common Stock.
Footnote F4
The notes are currently exercisable.