4//SEC Filing
Zediker Mark 4
Accession 0000899243-23-003767
CIK 0001814215other
Filed
Feb 1, 7:00 PM ET
Accepted
Feb 2, 9:02 PM ET
Size
11.8 KB
Accession
0000899243-23-003767
Insider Transaction Report
Form 4
Nuburu, Inc.BURU
Zediker Mark
DirectorChief Executive Officer10% Owner
Transactions
- Award
Common Stock
2023-01-31+4,308,203→ 4,308,203 total - Award
Stock Option (right to buy)
2023-01-31+998,946→ 998,946 totalExercise: $4.86From: 2021-08-01Exp: 2030-10-20→ Common Stock (998,946 underlying) - Award
Stock Option (right to buy)
2023-01-31+5,153→ 5,153 total(indirect: See footnote)Exercise: $1.36From: 2018-04-01Exp: 2027-04-26→ Common Stock (5,153 underlying)
Footnotes (6)
- [F1]Consists of securities acquired in connection with the transactions consummated on January 31, 2023 pursuant to that certain Business Combination Agreement, dated August 5, 2022 (as it has been and may be amended, supplemented or otherwise modified from time to time, the "Business Combination Agreement"), by and among Nuburu, Inc. (f/k/a Tailwind Acquisition Corp.) (the "Issuer"), Compass Merger Sub, Inc., a wholly owned subsidiary of the Issuer ("Merger Sub"), and Nuburu Subsidiary, Inc. ("Legacy Nuburu"), pursuant to which Merger Sub merged with and into Legacy Nuburu, with Legacy Nuburu as the surviving company and continuing as a wholly owned subsidiary of the Issuer (the "Business Combination").
- [F2]In connection with the closing of the Business Combination, each share of Legacy Nuburu common stock, par value $0.0001 per share ("Legacy Nuburu Common Stock"), issued and outstanding immediately prior to the effective time of the merger was canceled and converted into the right to receive the number of shares of Common Stock of the Issuer equal to an exchange ratio calculated at closing (the "Common Stock Exchange Ratio").
- [F3]1/4th of the shares subject to the option became vested and exercisable on the Exercisable Date set forth above, and 1/48th vested or will vest each month thereafter on the same day of the month subject to Dr. Zediker continuing to serve as a service provider to the Issuer through the applicable vesting date.
- [F4]In connection with the closing of the Business Combination, each outstanding option to purchase shares of Legacy Nuburu Common Stock, whether vested or unvested, was exchanged for comparable options to purchase Common Stock based on the Common Stock Exchange Ratio.
- [F5]100% of the shares subject to the option became vested and exercisable on the Exercisable Date set forth above.
- [F6]The option is held directly by Dr. Zediker's spouse. Dr. Zediker may be deemed to share voting and investment control over the option; however, Dr. Zediker disclaims beneficial ownership of the option except to the extent of his pecuniary interest therein.
Documents
Issuer
Nuburu, Inc.
CIK 0001814215
Entity typeother
Related Parties
1- filerCIK 0001952797
Filing Metadata
- Form type
- 4
- Filed
- Feb 1, 7:00 PM ET
- Accepted
- Feb 2, 9:02 PM ET
- Size
- 11.8 KB