4//SEC Filing
One Planet Group LLC 4
Accession 0000950103-24-013641
CIK 0001820566other
Filed
Sep 15, 8:00 PM ET
Accepted
Sep 16, 9:05 PM ET
Size
9.6 KB
Accession
0000950103-24-013641
Insider Transaction Report
Form 4
Inspirato IncISPO
One Planet Group LLC
10% Owner
Transactions
- Purchase
Class A Common Stock
2024-09-13$5420020.00/sh+1,580,180$8,564,607,203,600→ 2,795,451 total(indirect: See footnotes (1) and (2) below.) - Purchase
WARRANT (RIGHT TO BUY)
2024-09-13+2,915,451→ 2,915,451 totalExercise: $3.43From: 2024-09-13→ CLASS A COMMON STOCK (2,915,451 underlying)
Footnotes (4)
- [F1]On August 12, 2024, Inspirato Incorporated (the "Company") entered into an investment agreement with One Planet Group LLC relating to the issuance and sale to One Planet Group LLC of (i) 1,335,271 shares (the "Tranche 1 Shares") of Class A common stock of the Company ("Class A Common Stock") for an aggregate purchase price of $4,579,980 (such transaction, the "Tranche 1 Purchase") and (ii) 1,580,180 shares of Class A Common Stock (the "Tranche 2 Shares") for an aggregate purchase price of $5,420,020 and an accompanying warrant (the "Warrant") to purchase up to 2,915,451 shares of Class A Common Stock (the "Warrant Shares") (such transaction, the "Tranche 2 Purchase").
- [F2]The Tranche 1 Purchase was consummated on August 13, 2024, and following certain related transfers of Tranche 1 Shares, 915,271 shares of Class A Common Stock were deemed to be directly beneficially owned by One Planet Group LLC and indirectly beneficially owned by Mr. Payam Zamani, while 300,000 shares of Class A Common Stock were deemed to be indirectly beneficially owned by both One Planet Group LLC and Mr. Zamani. The Tranche 2 Purchase was consummated on September 13, 2024. Following the Tranche 2 Purchase, as described above, a total of (x) 2,495,451 shares of Class A Common Stock and (y) a warrant to purchase up to 2,915,451 shares of Class A Common Stock may be deemed to be directly beneficially owned by One Planet Group LLC and indirectly beneficially owned by Mr. Zamani, while 300,000 shares of Class A Common Stock may be deemed to be indirectly beneficially owned by both One Planet Group LLC and Mr. Zamani.
- [F3]The later of (i) September 13, 2029 or (ii) in the case of a Fundamental Change (as defined in the Warrant) which is publicly announced before September 13, 2029 but which closes after September 13, 2029, the closing date of such Fundamental Change.
- [F4]There was no separate consideration for the Tranche 2 Shares and the Warrant Shares; the Tranche 2 Purchase was considered a single transaction for an aggregate purchase price of $5,420,020.
Documents
Issuer
Inspirato Inc
CIK 0001820566
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001939800
Filing Metadata
- Form type
- 4
- Filed
- Sep 15, 8:00 PM ET
- Accepted
- Sep 16, 9:05 PM ET
- Size
- 9.6 KB