4//SEC Filing
Blumer Brendan Francis 4
Accession 0000950103-23-006869
CIK 0001785056other
Filed
May 3, 8:00 PM ET
Accepted
May 4, 5:31 PM ET
Size
24.4 KB
Accession
0000950103-23-006869
Insider Transaction Report
Form 4
Blumer Brendan Francis
10% Owner
Transactions
- Other
Common Stock
2023-05-02$8.00/sh−46$368→ 3,229,491 total(indirect: See Footnotes) - Conversion
Common Stock
2023-05-02+147,288→ 3,376,779 total(indirect: See Footnotes) - Conversion
Warrants
2023-05-02−24,046→ 0 total(indirect: See Footnotes)→ Common Stock (24,046 underlying) - Conversion
Convertible Notes
2023-05-02→ 0 total(indirect: See Footnotes)→ Common Stock (147,288 underlying) - Conversion
Common Stock
2023-05-02+24,046→ 3,229,537 total(indirect: See Footnotes) - Purchase
Common Stock
2023-05-02$8.00/sh+187,500$1,500,000→ 3,205,491 total(indirect: See Footnotes)
Yuan Kokuei
10% Owner
Transactions
- Purchase
Common Stock
2023-05-02$8.00/sh+187,500$1,500,000→ 3,205,491 total(indirect: See Footnotes) - Other
Common Stock
2023-05-02$8.00/sh−46$368→ 3,229,491 total(indirect: See Footnotes) - Conversion
Common Stock
2023-05-02+147,288→ 3,376,779 total(indirect: See Footnotes) - Conversion
Warrants
2023-05-02−24,046→ 0 total(indirect: See Footnotes)→ Common Stock (24,046 underlying) - Conversion
Convertible Notes
2023-05-02→ 0 total(indirect: See Footnotes)→ Common Stock (147,288 underlying) - Conversion
Common Stock
2023-05-02+24,046→ 3,229,537 total(indirect: See Footnotes)
Bliss Andrew
10% Owner
Transactions
- Purchase
Common Stock
2023-05-02$8.00/sh+187,500$1,500,000→ 3,205,491 total(indirect: See Footnotes) - Other
Common Stock
2023-05-02$8.00/sh−46$368→ 3,229,491 total(indirect: See Footnotes) - Conversion
Common Stock
2023-05-02+24,046→ 3,229,537 total(indirect: See Footnotes) - Conversion
Common Stock
2023-05-02+147,288→ 3,376,779 total(indirect: See Footnotes) - Conversion
Warrants
2023-05-02−24,046→ 0 total(indirect: See Footnotes)→ Common Stock (24,046 underlying) - Conversion
Convertible Notes
2023-05-02→ 0 total(indirect: See Footnotes)→ Common Stock (147,288 underlying)
block.one Investments 1
10% Owner
Transactions
- Purchase
Common Stock
2023-05-02$8.00/sh+187,500$1,500,000→ 3,205,491 total(indirect: See Footnotes) - Conversion
Common Stock
2023-05-02+24,046→ 3,229,537 total(indirect: See Footnotes) - Other
Common Stock
2023-05-02$8.00/sh−46$368→ 3,229,491 total(indirect: See Footnotes) - Conversion
Common Stock
2023-05-02+147,288→ 3,376,779 total(indirect: See Footnotes) - Conversion
Warrants
2023-05-02−24,046→ 0 total(indirect: See Footnotes)→ Common Stock (24,046 underlying) - Conversion
Convertible Notes
2023-05-02→ 0 total(indirect: See Footnotes)→ Common Stock (147,288 underlying)
block.one
10% Owner
Transactions
- Conversion
Convertible Notes
2023-05-02→ 0 total(indirect: See Footnotes)→ Common Stock (147,288 underlying) - Purchase
Common Stock
2023-05-02$8.00/sh+187,500$1,500,000→ 3,205,491 total(indirect: See Footnotes) - Conversion
Common Stock
2023-05-02+24,046→ 3,229,537 total(indirect: See Footnotes) - Other
Common Stock
2023-05-02$8.00/sh−46$368→ 3,229,491 total(indirect: See Footnotes) - Conversion
Common Stock
2023-05-02+147,288→ 3,376,779 total(indirect: See Footnotes) - Conversion
Warrants
2023-05-02−24,046→ 0 total(indirect: See Footnotes)→ Common Stock (24,046 underlying)
Footnotes (6)
- [F1]Reflects the purchase of shares of common stock of the Issuer ("Common Stock") by block.one Investments 1 ("Investments 1") from the Issuer upon the closing of the Issuer's Initial Public Offering ("IPO") at the IPO price of $8.00 per share.
- [F2]Reflects the exempt automatic conversion pursuant to Rule 16b-6 of warrants to purchase shares of Common Stock ("Warrants") on a net conversion basis upon the closing of the IPO into a number of shares of Common Stock determined based on the IPO price of $8.00 per share. The Warrants have an exercise price of $0.015 per share and expire at 5:00 p.m. Pacific Time on November 13, 2032 or such earlier date and time on which the Warrant ceases to be exercisable in accordance with the terms of the Warrant. The amount of Warrants reflected in this Form 4 corrects the number of Warrants held by Investments 1, which was incorrectly reported on the Form 3 filed by the Reporting Persons with the SEC on April 27, 2023 due to an inadvertent administrative error.
- [F3]Reflects the automatic withholding of shares of Common Stock by the Issuer upon the automatic net conversion of the Warrants on the closing of the IPO pursuant to the terms of the Warrants at the IPO price of $8.00 per share.
- [F4]Reflects the exempt automatic conversion pursuant to Rule 16b-6 of convertible note of the Issuer (the "Convertible Note") held by Investments 1 upon the closing of the IPO into a number of shares of Common Stock equal to (i) the aggregate principal amount, plus accrued and unpaid interest, owing under such Convertible Notice through May 2, 2023 ($1,178,308.92) and (ii) $8.00 (the IPO price per share of Common Stock). The Convertible Notes were issued to Investments 1 on November 13, 2022 and have a maturity date of November 13, 2023.
- [F5]Investments 1 is a wholly-owned subsidiary of block.one. Each of Kokuei Yuan and Andrew Bliss are directors of Investments 1. Each of Brendan Francis Blumer and Messrs. Yuan and Bliss are directors of block.one.
- [F6]Each Reporting Person disclaims beneficial ownership of the securities of the Issuer reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
Documents
Issuer
Interactive Strength, Inc.
CIK 0001785056
Entity typeother
Related Parties
1- filerCIK 0001955357
Filing Metadata
- Form type
- 4
- Filed
- May 3, 8:00 PM ET
- Accepted
- May 4, 5:31 PM ET
- Size
- 24.4 KB