4//SEC Filing
Zamani Payam 4
Accession 0001104659-24-129447
CIK 0001820566other
Filed
Dec 16, 7:00 PM ET
Accepted
Dec 17, 5:33 PM ET
Size
12.5 KB
Accession
0001104659-24-129447
Insider Transaction Report
Form 4
Inspirato IncISPO
Zamani Payam
DirectorCHIEF EXECUTIVE OFFICER10% Owner
Transactions
- Purchase
CLASS A COMMON STOCK
2024-12-09$2500000.00/sh+728,863$1,822,157,500,000→ 3,524,314 total(indirect: See footnotes (1)(2) below.) - Purchase
WARRANT (RIGHT TO BUY)
2024-12-09+728,863→ 3,644,314 total(indirect: See footnotes (1)(2) below.)Exercise: $3.43From: 2024-12-09→ CLASS A COMMON STOCK (728,863 underlying) - Purchase
CLASS A COMMON STOCK
2024-12-16$600000.00/sh+177,515$106,509,000,000→ 3,701,829 total(indirect: See footnote (3) below.)
Holdings
- 1,100,000
CLASS A COMMON STOCK
Footnotes (4)
- [F1]On August 12, 2024, Inspirato Incorporated (the "Company") entered into an investment agreement with One Planet Group LLC ("One Planet Group"), as amended on August 12, 2024 by a letter agreement between the parties (the "Investment Agreement"), relating to the issuance and sale from the Company to One Planet Group of (i) 2,495,451 shares of Class A common stock and (ii) warrants to purchase up to 2,915,451 shares of Class A common stock. Pursuant to the Investment Agreement, One Planet Group was granted an option to acquire up to 728,863 shares of Class A common stock of the Company and warrants to purchase an additional 728,863 shares of Class A common stock for an aggregate purchase price of up to $2,500,000 (the "Option"). On December 9, 2024, One Planet Group delivered notice of its election to exercise the Option in full.
- [F2]The closing of the Option exercise occurred on December 9, 2024. The 3,524,314 shares of Class A common stock referenced in Box 5 includes 300,000 shares of Class A common stock that are held by an entity controlled by One Planet Group and its President and CEO, Mr. Zamani (the "Affiliated Entity"). In such capacity, Mr. Zamani has voting and dispositive power over the securities that are held by One Planet Group and the Affiliated Entity. As a result, 3,224,314 shares of Class A common stock may be deemed to be directly beneficially owned by One Planet Group and indirectly beneficially owned by Mr. Zamani, while the 300,000 shares of Class A common stock described above may be deemed to be indirectly beneficially owned by both One Planet Group and Mr. Zamani.
- [F3]In connection with a Lease Termination and Surrender Agreement, dated as of August 12, 2024, between the Company and a third party, One Planet Group agreed to act as the guarantor of the termination fee owed by the Company for a fee of $600,000, to be paid to One Planet Group in six equal monthly installments beginning in January 2025 (the "Guarantee Fee"). On December 11, 2024, the Board of Directors of the Company approved an amendment to the payment terms of the Guarantee Fee pursuant to which the Company issued on December 16, 2024 to One Planet Group 177,515 shares of Class A common stock in lieu of cash. The shares of Class A common stock issued pursuant to the Guarantee Fee may be deemed to be directly beneficially owned by One Planet Group and indirectly beneficially owned by Mr. Zamani.
- [F4]The later of (i) September 13, 2029 or (ii) in the case of a Fundamental Change (as defined in the warrant) that is publicly announced before September 13, 2029 but closes after September 13, 2029, the closing date of such Fundamental Change.
Documents
Issuer
Inspirato Inc
CIK 0001820566
Entity typeother
Related Parties
1- filerCIK 0001487654
Filing Metadata
- Form type
- 4
- Filed
- Dec 16, 7:00 PM ET
- Accepted
- Dec 17, 5:33 PM ET
- Size
- 12.5 KB