4//SEC Filing
Tenzing LLC 4
Accession 0001104659-20-139933
CIK 0001742927other
Filed
Dec 27, 7:00 PM ET
Accepted
Dec 28, 8:00 PM ET
Size
15.9 KB
Accession
0001104659-20-139933
Insider Transaction Report
Form 4
Tenzing LLC
10% Owner
Transactions
- Other
Warrants
2020-12-14+343,000→ 343,000 totalExercise: $11.50From: 2020-12-14Exp: 2025-12-14→ Common Stock (343,000 underlying) - Award
Common Stock
2020-12-14+197,500→ 2,121,750 total - Award
Warrants
2020-12-14+197,500→ 540,500 totalExercise: $11.50From: 2020-12-14Exp: 2025-12-14→ Common Stock (197,500 underlying)
SAXENA PARAG
DirectorChairman of the Board10% Owner
Transactions
- Award
Warrants
2020-12-14+197,500→ 540,500 totalExercise: $11.50From: 2020-12-14Exp: 2025-12-14→ Common Stock (197,500 underlying) - Other
Warrants
2020-12-14+343,000→ 343,000 totalExercise: $11.50From: 2020-12-14Exp: 2025-12-14→ Common Stock (343,000 underlying) - Award
Common Stock
2020-12-14+197,500→ 2,121,750 total
Nayar Rahul
DirectorChief Executive Officer10% Owner
Transactions
- Award
Common Stock
2020-12-14+197,500→ 2,121,750 total - Other
Warrants
2020-12-14+343,000→ 343,000 totalExercise: $11.50From: 2020-12-14Exp: 2025-12-14→ Common Stock (343,000 underlying) - Award
Warrants
2020-12-14+197,500→ 540,500 totalExercise: $11.50From: 2020-12-14Exp: 2025-12-14→ Common Stock (197,500 underlying)
Footnotes (5)
- [F1]Immediately prior to the consummation of the issuer's initial business combination on December 14, 2020 (the "Business Combination"), the issuer changed its corporate structure and domicile by way of continuation from an exempted company incorporated under the laws of the British Virgin Islands to a corporation incorporated under the laws of the State of Delaware (the "Domestication"). Pursuant to the Domestication, each outstanding ordinary share of the issuer was converted into one share of the issuer's common stock (the "common stock") and each outstanding public warrant of the issuer was converted into a warrant to acquire the common stock. The reporting person held 1,924,250 ordinary shares prior to the Business Combination, which were converted into 1,924,500 shares of common stock upon the Domestication.
- [F2]In connection with the consummation of the Business Combination, Tenzing LLC (the "Reporting Person" or the "Sponsor") elected to convert an aggregate principal amount of $1,975,000 of promissory notes issued to the Sponsor by the issuer into 197,500 units, representing 197,500 shares of common stock and 197,500 warrants to purchase shares of common stock. These warrants underlie units consisting of one share of common stock and one warrant, which were purchased by the Reporting Person for $10.00 per unit on August 20, 2018, pursuant to an amended and restated unit subscription agreement by and between the Sponsor and the issuer.
- [F3]The Reporting Person acquired beneficial ownership of the warrants in connection with the consummation of the Business Combination on December 14, 2020. Each warrant is exercisable to purchase one share of common stock, subject to adjustment pursuant to the terms of the warrants. The warrants become exercisable on December 14, 2020 and expire at 5:00 p.m., New York City time, on December 14, 2025, or earlier upon their redemption or the liquidation of the issuer pursuant to the terms of the warrants.
- [F4]These securities held by the Sponsor are beneficially owned by Rahul Nayar and Parag Saxena, the issuer's Chairman, and the managing members of the Sponsor, who have joint voting and dispositive power over the securities held by the Sponsor. Mr. Nayar and Mr. Saxena disclaim beneficial ownership over any securities owned by the Sponsor in which they do not have any pecuniary interest.
- [F5]These warrants underlie units consisting of one share of common stock and one warrant, which were purchased by the Reporting Person for $10.00 per unit on August 20, 2018, pursuant to an amended and restated unit subscription agreement by and between the Sponsor and the issuer. These warrants were acquired in connection with the issuer's initial public offering. Each whole warrant is exercisable to purchase one share of common stock, subject to adjustment pursuant to the terms of the warrants. The warrants become exercisable on December 14, 2020 and expire at 5:00 p.m., New York City time, on December 14, 2025, or earlier upon their redemption or the liquidation of the issuer pursuant to the terms of the warrants.
Documents
Issuer
REVIVA PHARMACEUTICALS HOLDINGS, INC.
CIK 0001742927
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001744957
Filing Metadata
- Form type
- 4
- Filed
- Dec 27, 7:00 PM ET
- Accepted
- Dec 28, 8:00 PM ET
- Size
- 15.9 KB