4//SEC Filing
Tuatara Capital Fund II, L.P. 4
Accession 0000950103-22-011667
CIK 0001801602other
Filed
Jun 28, 8:00 PM ET
Accepted
Jun 29, 7:59 PM ET
Size
16.9 KB
Accession
0000950103-22-011667
Insider Transaction Report
Form 4
TCAC Sponsor, LLC
10% Owner
Transactions
- Exercise/Conversion
Common Stock
2022-06-14+4,870,000→ 4,870,000 total - Purchase
Warrants
2022-06-14$1.00/sh+6,000,000$6,000,000→ 6,000,000 totalExercise: $11.50From: 2022-07-14Exp: 2027-06-14→ Class A Common Stock (6,000,000 underlying) - Other
Common Stock
2022-06-14−1,000,000→ 3,870,000 total - Purchase
Common Stock
2022-06-14$10.00/sh+600,000$6,000,000→ 600,000 total - Conversion
Class B ordinary shares
2022-06-14−4,870,000→ 0 total→ Class A Common Stock (4,870,000 underlying)
Tuatara Capital Fund II, L.P.
10% Owner
Transactions
- Exercise/Conversion
Common Stock
2022-06-14+4,870,000→ 4,870,000 total - Purchase
Warrants
2022-06-14$1.00/sh+6,000,000$6,000,000→ 6,000,000 totalExercise: $11.50From: 2022-07-14Exp: 2027-06-14→ Class A Common Stock (6,000,000 underlying) - Conversion
Class B ordinary shares
2022-06-14−4,870,000→ 0 total→ Class A Common Stock (4,870,000 underlying) - Other
Common Stock
2022-06-14−1,000,000→ 3,870,000 total - Purchase
Common Stock
2022-06-14$10.00/sh+600,000$6,000,000→ 600,000 total
Footnotes (5)
- [F1]Each Class B ordinary share, par value $0.0001, of the Issuer that was held by the reporting person, TCAC Sponsor, LLC (the "Sponsor"), automatically converted into one share of common stock, par value $0.0001, of the Issuer at the closing of the Issuer's initial business combination on June 14, 2022 (the "Business Combination"). The Class B ordinary shares had no expiration date. The Sponsor is the record owner of these shares. The number of shares reported takes into account a previous transfer by the Sponsor of 40,000 Class B ordinary shares to a former director, Michael Finkelman, on August 21, 2021, in connection with his appointment to the Issuer's board of directors.
- [F2]In connection with the Business Combination, following the conversion of Class B ordinary shares into common stock, 1,000,000 shares of common stock were forfeited by the Sponsor.
- [F3]974,000 of these shares have been deposited into escrow in connection with the closing of the Business Combination, subject to release to the Sponsor if the closing price of the Issuer's common stock equals or exceeds $12.00 per share on any twenty (20) trading days in a thirty (30)-trading-day period at any time after the closing of the Business Combination and no later than 60 months following the closing of the Business Combination.
- [F4]Tuatara Capital Fund II, L.P ("Fund II") is the record owner of these shares. Fund II is the sole member of the Sponsor. Fund II is controlled by a board of managers comprised of three individuals - Albert Foreman, Mark Zittman and Marc Riiska. Any action by the Sponsor with respect to shares of the Issuer, including voting and dispositive decisions, requires a majority vote of the managers of the board of managers of Fund II. Under the so-called "rule of three," because voting and dispositive decisions are made by a majority of Fund II's managers, none of the managers is deemed to be a beneficial owner of the Issuer's securities, even those in which he holds a pecuniary interest. Accordingly, none of the managers is deemed to have or share beneficial ownership of these shares.
- [F5]Represents warrants converted in connection with the Business Combination and which may be exercised for shares of common stock at a price of $11.50 per share. The warrants were purchased as private placement warrants for $1.00 per share. The Sponsor is the record owner of these warrants. The warrants become exercisable thirty days after the Business Combination.
Documents
Issuer
SpringBig Holdings, Inc.
CIK 0001801602
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001766083
Filing Metadata
- Form type
- 4
- Filed
- Jun 28, 8:00 PM ET
- Accepted
- Jun 29, 7:59 PM ET
- Size
- 16.9 KB