AEA-Bridges Impact Sponsor LLC 4
4 · AEA-Bridges Impact Corp. · Filed Sep 27, 2022
Insider Transaction Report
Form 4
AEA-Bridges Impact Sponsor LLC
10% Owner
Transactions
- Conversion
Class B ordinary shares
2022-09-23−7,950,000→ 0 total→ Class A ordinary shares (7,950,000 underlying) - Conversion
Common stock
2022-09-23+7,950,000→ 7,950,000 total - Disposition to Issuer
Common stock
2022-09-26−7,950,000→ 0 total - Disposition to Issuer
Class B ordinary shares
2022-09-23−2,000,000→ 7,950,000 total→ Class A ordinary shares (2,000,000 underlying) - Disposition to Issuer
Warrants to purchase common stock
2022-09-26−10,500,000→ 0 totalExercise: $11.50From: 2023-10-26Exp: 2027-09-26→ Common stock (10,500,000 underlying)
Footnotes (3)
- [F1]In connection with the Business Combination Agreement, dated December 12, 2021, by and among the Issuer, LiveWire Group, Inc. (f/k/a LW EV Holdings, Inc.) ("HoldCo"), LW EV Merger Sub, Inc. ("Merger Sub"), LiveWire EV, LLC ("LiveWire") and Harley-Davidson, Inc. (the transactions contemplated thereby, the "Business Combination"), Merger Sub merged with and into the Issuer, with the Issuer surviving the merger as a wholly-owned direct subsidiary of HoldCo (the "Merger"). In connection with the domestication of the Issuer as a Delaware corporation, the Class B ordinary shares, par value $0.0001 per share, of the Issuer were automatically converted into common stock of the Issuer and the warrants to purchase Class A ordinary shares of the Issuer were automatically converted into warrants to purchase shares of common stock of the Issuer.
- [F2]In connection with the closing of the Business Combination, the Reporting Person's shares of common stock of the Issuer were automatically converted into shares of common stock of HoldCo, par value $0.0001 per share, on a one-for-one basis and the Reporting Person's warrants to purchase common stock of the Issuer were automatically converted into warrants to purchase shares of common stock of HoldCo on a one-for-one basis.
- [F3]In connection with the execution of the Business Combination Agreement, the Sponsor entered into that certain Sponsor Letter Agreement, dated as of December 12, 2021, by and among the Sponsor, LiveWire, HoldCo, H-D and certain other individuals (the "Investor Support Agreement"). Pursuant to the Investor Support Agreement, the Sponsor agreed to forfeit 2,000,000 Class B ordinary shares. The Sponsor forfeited 2,000,000 Class B ordinary shares pursuant to the Investor Support Agreement.