4//SEC Filing
Donnally James O 4
Accession 0001140361-25-015429
CIK 0002001557other
Filed
Apr 23, 8:00 PM ET
Accepted
Apr 24, 4:06 PM ET
Size
21.8 KB
Accession
0001140361-25-015429
Insider Transaction Report
Form 4
Donnally James O
Director
Transactions
- Award
Common Stock
2025-02-04+2,131→ 58,333 total(indirect: See footnote) - Award
Common Stock
2025-02-04+27,849→ 739,566 total(indirect: See footnote) - Purchase
Series C Preferred Stock
2025-03-24+578,294→ 578,294 total(indirect: See footnote)Exercise: $12.50Exp: 2030-03-24→ Common Stock (462,636 underlying) - Other
Common Stock
2025-02-13−58,333→ 0 total(indirect: See footnote) - Award
Common Stock
2025-02-04+80,848→ 1,486,512 total(indirect: See footnote) - Other
Common Stock
2025-02-13+13,919→ 1,500,431 total(indirect: See footnote) - Purchase
Series C Preferred Stock
2025-03-24+1,392,059→ 1,392,059 total(indirect: See footnote)Exercise: $12.50Exp: 2030-03-24→ Common Stock (1,113,648 underlying)
Holdings
- 7,377
Common Stock
Footnotes (11)
- [F1]Reflects shares of common stock, par value $0.0001 per share ("Common Stock") of Innventure, Inc. (the "Issuer") held by the James O. Donnally Revocable Trust (the "Donnally Trust"). The Reporting Person has voting and investment power over the shares of Common Stock held by the Donnally Trust.
- [F10]The inclusion of these shares in this report shall not be deemed an admission that the Reporting Person is a beneficial owner of the securities reported in this filing for purposes of Section 16 of the Securities Exchange Act of 1934 (the "Exchange Act").
- [F11]The shares of Series C Preferred Stock were issued for no additional payment in satisfaction of a loan made to Innventure LLC, a wholly-owned subsidiary of the Issuer, by the Glockner Fund. The Reporting Person has no authority over the Glockner Fund's decision-making with respect to equity or debt investments in the Issuer and disclaims beneficial ownership of the shares reported herein except to the extent of his pecuniary interest therein, if any. The inclusion of these shares in this report shall not be deemed an admission that the Reporting Person is a beneficial owner of the securities reported in this filing for purposes of Section 16 of the Exchange Act.
- [F2]Received by the Donnally Trust in connection with the achievement of a milestone pursuant to the Business Combination Agreement (as amended and supplemented or otherwise modified), dated as of October 24, 2023, by and among the Issuer (f/k/a Learn SPAC HoldCo, Inc.), Learn CW Investment Corporation, Innventure LLC, a wholly-owned subsidiary of the Issuer ("Innventure LLC"), LCW Merger Sub, Inc., and Innventure Merger Sub, LLC (the "Milestone Achievement").
- [F3]Received in connection with the Milestone Achievement. These shares of Common Stock are held directly by Innventure1 LLC ("Innventure1"). The Reporting Person is a member of the board of directors of Innventure1 and, as such, shares voting and investment power over the securities held by Innventure1. The Reporting Person disclaims beneficial ownership of the shares reported herein except to the extent of his pecuniary interest therein, if any, and the inclusion of these shares in this report shall not be deemed an admission that the Reporting Person is a beneficial owner of the securities reported in this filing for purposes of Section 16 of the Securities Exchange Act of 1934 (the "Exchange Act").
- [F4]Received by the Glockner Family Venture Fund (the "Glockner Fund") in connection with the Milestone Achievement. The Reporting Person is a 25% owner of the Glockner Fund and is a 25% owner and the Managing Member of Bellringer Consulting Group, LLC ("Bellringer"), the general partner of the Glockner Fund. The Reporting Person has no authority over the Glockner Fund's decision-making with respect to equity or debt investments in the Issuer and disclaims beneficial ownership of the shares reported herein except to the extent of his pecuniary interest therein, if any. The inclusion of these shares in this report shall not be deemed an admission that the Reporting Person is a beneficial owner of the securities reported in this filing for purposes of Section 16 of the Exchange Act.
- [F5]On February 13, 2025, Innventure1 effected a pro rata distribution (the "Distribution") of all of the shares of Common Stock held by it, which were previously reported as indirectly attributable to the Reporting Person as a result of the Reporting Person having shared voting and investment power in respect of Innventure1. Pursuant to the Distribution, (i) 13,919 shares of Common Stock were distributed to the Donnally Trust and (ii) 44,414 shares of Common Stock were distributed to other members of Innventure1, which shares the Reporting Person has no pecuniary interest in.
- [F6]Represents shares of Common Stock held by the Donnally Trust.
- [F7]The Series C Preferred Stock, par value $0.0001 per share ("Series C Preferred Stock") of the Issuer is convertible into a number of shares of Common Stock equal to the Series C conversion rate, which is a fraction whose numerator is $10.00, and whose denominator is the lesser of (i) the Reset Conversion Price and (ii) $12.50, multiplied by the number of shares of Series C Preferred Stock held by such holder. The Reset Conversion Price is the greater of (i) $5.00 and (ii) the 10-trading day volume-weighted average Nasdaq Stock Market official closing price of the Common Stock.
- [F8]Holders of Series C Preferred Stock may convert all of their shares of Series C Preferred Stock into shares of Common Stock upon the effectiveness of a registration statement filed with the SEC under the Securities Act of 1933, as amended, covering the resale of the shares of Common Stock issuable upon conversion of shares of Series C Preferred Stock.
- [F9]The shares of Series C Preferred Stock were issued for no additional payment to the Glockner Fund in satisfaction of a loan made to AeroFlexx Packaging Company, LLC, a Delaware limited liability company and indirect partially-owned subsidiary of the Company, by Auto Now Acceptance Co., LLC ("Auto Now"), an affiliate of the Glockner Fund. The Reporting Person serves as a director of Auto Now, is a 25% owner of the Glockner Fund and is a 25% owner and the Managing Member of Bellringer. The Reporting Person has no authority over the Glockner Fund's decision-making with respect to equity or debt investments in the Issuer and disclaims beneficial ownership of the shares reported herein except to the extent of his pecuniary interest therein, if any.
Documents
Issuer
Innventure, Inc.
CIK 0002001557
Entity typeother
Related Parties
1- filerCIK 0002032141
Filing Metadata
- Form type
- 4
- Filed
- Apr 23, 8:00 PM ET
- Accepted
- Apr 24, 4:06 PM ET
- Size
- 21.8 KB