4//SEC Filing
Concord Sponsor Group III LLC 4
Accession 0001104659-24-040745
CIK 0001851961other
Filed
Mar 27, 8:00 PM ET
Accepted
Mar 28, 9:11 PM ET
Size
22.7 KB
Accession
0001104659-24-040745
Insider Transaction Report
Form 4
Concord Sponsor Group III LLC
10% Owner
Transactions
- Other
Common Stock
2024-03-26−729,072→ 6,296,603 total - Conversion
Class B Common Stock
2024-03-26−1→ 0 total→ Common Stock (1 underlying) - Other
Warrant
2024-03-26−2,478,182→ 5,782,424 totalExercise: $11.50→ Common Stock (2,478,182 underlying) - Award
Warrant
2024-03-26+8,260,606→ 8,260,606 totalExercise: $11.50→ Common Stock (8,260,606 underlying) - Other
Common Stock
2024-03-26−932,052→ 7,025,675 total - Conversion
Common Stock
2024-03-26+1→ 7,957,727 total - Other
Common Stock
2024-03-26−1,304,477→ 4,992,126 total - Other
Warrant
2024-03-26−1,834,338→ 3,948,086 totalExercise: $11.50→ Common Stock (1,834,338 underlying)
Footnotes (10)
- [F1]Represents one share of common stock of the Issuer acquired upon conversion of one share of Class B common stock of the Issuer (f/k/a Concord Acquisition Corp III) upon the closing of the business combination (the "Closing") by and among the Issuer, Gibraltar Merger Sub Inc. ("Merger Sub"), a Delaware corporation, and GCT Semiconductors, Inc. ("GCT"), a Delaware corporation, pursuant to a business combination agreement entered into on November 2, 2023 (the "Business Combination Agreement"). At the Closing, Merger Sub merged with and into GCT, with GCT surviving the merger and becoming a wholly-owned direct subsidiary of the Issuer, and the Issuer was renamed to GCT Semiconductor Holding, Inc.
- [F10]Includes 1,790,489 shares of common stock of the Issuer that are unvested and subject to vesting based on the trading price of the common stock of Issuer exceeding certain specified targets prior to March 26, 2029.
- [F2]The securities are held directly by the Reporting Person. The Reporting Person is governed by a board of managers consisting of three managers, Bob Diamond, David Schamis and Jeff Tuder. Any action by the Reporting Person with respect to the issuer or the issuer's securities held by the Reporting Person, including voting and dispositive decisions, requires at least a majority vote of the managers of the board of managers. Under the so-called "rule of three", because voting and dispositive decisions are made by a majority of the managers, none of the managers is deemed to be a beneficial owner of issuer's securities held by the Reporting Person, even those in which such manager holds a pecuniary interest. Accordingly, none of the managers on the Reporting Person's board of managers is deemed to have or share beneficial ownership of the founder shares held by the Reporting Person.
- [F3]Represents 932,052 shares of common stock of the Issuer transferred from the Reporting Person to individuals and entities for no consideration pursuant to certain non-redemption agreements entered into in connection with the Issuer's extension in May, 2023.
- [F4]Represents 729,072 shares of common stock of the Issuer forfeited by the Reporting Person to the issuer for no consideration pursuant to certain non-redemption agreements entered into in connection with the Issuer's extension in November, 2023.
- [F5]Represents 1,304,477 shares of common stock of the Issuer transferred from the Reporting Person to individuals and entities for no consideration pursuant to a sponsor support agreement (the "Sponsor Support Agreement") entered into concurrently with the Business Combination Agreement, by and among the Reporting Person, CA2 Co-Investment LLC, a Delaware limited liability company, the Issuer and GCT on November 2, 2023.
- [F6]The shares of Class B common stock automatically convert into shares of Class A common stock at the time of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment as set forth in the Issuer's registration statement on Form S-1 (File No. 333-254789), as amended (the "Registration Statement").
- [F7]These warrants will become exercisable 30 days after the Closing and expire five years after the Closing, as described in the Registration Statement.
- [F8]Represents 2,478,182 warrants of the Issuer forfeited by the Reporting Person to the Issuer for no consideration pursuant to the Sponsor Support Agreement.
- [F9]Represents 1,834,338 warrants of the Issuer transferred from the Reporting Person to individuals and entities for no consideration pursuant to the Sponsor Support Agreement.
Documents
Issuer
GCT Semiconductor Holding, Inc.
CIK 0001851961
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001891676
Filing Metadata
- Form type
- 4
- Filed
- Mar 27, 8:00 PM ET
- Accepted
- Mar 28, 9:11 PM ET
- Size
- 22.7 KB