4//SEC Filing
Otworth Michael 4
Accession 0001140361-25-015432
CIK 0002001557other
Filed
Apr 23, 8:00 PM ET
Accepted
Apr 24, 4:06 PM ET
Size
14.2 KB
Accession
0001140361-25-015432
Insider Transaction Report
Form 4
Otworth Michael
DirectorExecutive Chairman
Transactions
- Other
Common Stock
2025-02-13−58,333→ 0 total(indirect: See footnote) - Purchase
Series C Preferred Stock
2025-03-24+114,161→ 114,161 totalExercise: $12.50Exp: 2030-03-24→ Common Stock (91,329 underlying) - Award
Common Stock
2025-02-04+2,131→ 58,333 total(indirect: See footnote) - Other
Common Stock
2025-02-13+7,126→ 3,252,285 total - Award
Common Stock
2025-02-04+154,829→ 3,245,159 total
Footnotes (6)
- [F1]Received 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 Innventure, Inc. (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").
- [F2]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.
- [F3]On February 13, 2025, Innventure1 effected a pro rata distribution (the "Distribution") of all of the shares of the common stock, par value $0.0001 per share ("Common Stock") of the Issuer 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) 7,126 shares of Common Stock were distributed to the Reporting Person and (ii) 51,207 shares of Common Stock were distributed to other members of Innventure1, which shares the Reporting Person has no pecuniary interest in.
- [F4]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.
- [F5]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.
- [F6]The shares of Series C Preferred Stock were issued for no additional payment in satisfaction of a loan made to Innventure LLC by the Reporting Person. The Reporting Person also received a cash payment of $180,042 from the Issuer in satisfaction of the loan.
Documents
Issuer
Innventure, Inc.
CIK 0002001557
Entity typeother
Related Parties
1- filerCIK 0001847082
Filing Metadata
- Form type
- 4
- Filed
- Apr 23, 8:00 PM ET
- Accepted
- Apr 24, 4:06 PM ET
- Size
- 14.2 KB