4//SEC Filing
Condon James Valentine 4
Accession 0001104659-23-067477
CIK 0001861541other
Filed
Jun 1, 8:00 PM ET
Accepted
Jun 2, 3:03 PM ET
Size
14.1 KB
Accession
0001104659-23-067477
Insider Transaction Report
Form 4
Pegasus Digital Mobility Sponsor LLC
10% Owner
Transactions
- Other
Ordinary Share Warrants (right to buy)
2023-05-31−1,775,000→ 7,000,000 totalExercise: $11.50→ Class A Ordinary Shares, par value 0.0001 per share (1,775,000 underlying) - Other
Class B Ordinary Shares, par value 0.0001 per share
2023-05-31−2,431,250→ 975,000 total→ Class A Ordinary Shares, par value 0.0001 per share (2,431,250 underlying)
Miller Patrick J.
Director
Transactions
- Other
Ordinary Share Warrants (right to buy)
2023-05-31−1,775,000→ 7,000,000 totalExercise: $11.50→ Class A Ordinary Shares, par value 0.0001 per share (1,775,000 underlying) - Other
Class B Ordinary Shares, par value 0.0001 per share
2023-05-31−2,431,250→ 975,000 total→ Class A Ordinary Shares, par value 0.0001 per share (2,431,250 underlying)
Condon James Valentine
Director
Transactions
- Other
Class B Ordinary Shares, par value 0.0001 per share
2023-05-31−2,431,250→ 975,000 total→ Class A Ordinary Shares, par value 0.0001 per share (2,431,250 underlying) - Other
Ordinary Share Warrants (right to buy)
2023-05-31−1,775,000→ 7,000,000 totalExercise: $11.50→ Class A Ordinary Shares, par value 0.0001 per share (1,775,000 underlying)
Footnotes (7)
- [F1]The Class B Ordinary Shares, par value $0.0001 per share ("Class B Shares") have no expiration date and (i) are convertible into Class A Ordinary Shares, par value $0.0001 per share ("Class A Shares"), of Pegasus Digital Mobility Acquisition Corp. (the "Issuer") at any time at the option of the holder on a one-for-one basis and (ii) will automatically convert into Class A Shares at the time of the Issuer's initial business combination on a one-for-one basis, in each case, subject to adjustment as described under the heading "Description of Securities--Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-259860) (the "Registration Statement").
- [F2]In connection with the announcement of the business combination of Pegasus Digital Mobility Acquisition Corp. with Gebr. Schmid GmbH, and pursuant to a related sponsor agreement dated May 31, 2023 (the "Sponsor Agreement") by and among the directors and officers of the Issuer and Pegasus Digital Mobility Sponsor LLC, among others, an aggregate of 2,431,250 Class B Shares have been provided by Pegasus Digital Mobility Sponsor LLC for no additional consideration to use in negotiations of non-redemption agreements with certain holders of Pegasus Class A Shares, as well as to enter into additional PIPE subscription agreements. Any such shares not used for this purpose shall be cancelled at the time of the closing of the initial business combination. The shares currently held by the Sponsor as indicated in column 9 of Table II above further reflect the forfeiture by the Sponsor of 125,000 Class B Shares in December 2021.
- [F3]Pursuant to a warrant grant agreement among the Sponsor and the directors and officers of the Issuer dated May 31, 2023, the Sponsor agreed to transfer a certain number of warrants to the individual directors and officers of the Issuer for no additional consideration.
- [F4]The Pegasus Digital Mobility Sponsor LLC (the "Sponsor") directly owns the Class B Shares.
- [F5]Patrick J. Miller and James Condon share control over the manager of the Sponsor and therefore, indirectly, the Sponsor and, as a result, each may be deemed to beneficially own the securities reported herein. Each of Patrick J. Miller and James Condon disclaims beneficial ownership of the reported securities, except to the extent of his pecuniary interest therein.
- [F6]Each warrant of the Issuer reported herein entitles the holder thereof to purchase one Class A Share at a price of $11.50 per share, subject to adjustment as described in the Registration Statement. The Private Placement Warrants will become exercisable 30 days after the completion of our initial business combination and will expire five years after the completion of our initial business combination or earlier upon redemption or our liquidation, as described in the Registration Statement.
- [F7]The Sponsor directly owns the Private Placement Warrants.
Documents
Issuer
Pegasus Digital Mobility Acquisition Corp.
CIK 0001861541
Entity typeother
Related Parties
1- filerCIK 0001881881
Filing Metadata
- Form type
- 4
- Filed
- Jun 1, 8:00 PM ET
- Accepted
- Jun 2, 3:03 PM ET
- Size
- 14.1 KB