Bao Zhoujia 4
4 · Neutron Holdings, Inc. · Filed Jul 2, 2026
Research Summary
AI-generated summary of this filing
Neutron (LIME) Director Bao Zhoujia Sells 73,397 Shares
What Happened
- Director Bao Zhoujia reported multiple transactions across March–July 2026, the largest being an open-market sale of 73,397 shares on 2026-07-02 for $25.00 per share, generating $1,834,925. Other actions included conversions of convertible securities (totaling 52,900 shares acquired), an award of 5,627 RSUs (reported at $0.00), an exercise of in‑the‑money derivative/option for 1,616 shares (acquired for $6.72 per share, $10,860), and a share withholding of 435 shares to cover tax/exercise costs ($10,875). Separately, on 2026-03-13 the issuer repurchased 127,523 of his shares for $4,876,106 as repayment of a promissory note (reported under Rule 16a-2(a)).
Key Details
- Transaction dates/prices:
- 2026-03-13: Issuer repurchased 127,523 shares for $4,876,106 (footnote F2).
- 2026-06-30: Conversion of derivative → 20,102 shares (no per-share price reported).
- 2026-07-01: RSU grant of 5,627 shares @ $0.00 (vest rules noted in F4).
- 2026-07-02: Conversion of derivative → 32,798 shares (no price reported).
- 2026-07-02: Exercise acquired 1,616 shares @ $6.72 (≈ $10,860); simultaneous withholding of 435 shares @ $25.00 to cover taxes (≈ $10,875).
- 2026-07-02: Open-market sale of 73,397 shares @ $25.00 = $1,834,925.
- Footnotes of note:
- F1/F2 — the March 13 repurchase occurred prior to issuer registration and was a repayment for a promissory note.
- F3/F6 — conversions tied to prior convertible note/preferred-stock conversion at IPO.
- F4 — RSUs vest subject to service-based conditions.
- F5 — share withholding was used to pay taxes on exercise (not an open-market sale).
- Shares owned after the transactions are not specified in the provided excerpt of the filing.
- Filing timeliness: The Form 4 was filed on 2026-07-02 covering transactions beginning 2026-03-13. This filing is late relative to the usual Form 4 two-business-day reporting requirement.
Context
- Several transactions indicate conversions of pre-IPO instruments (convertible note / preferred) into common stock and a small option/warrant exercise; part of the exercise proceeds/taxes were covered by withholding (a common cashless/sell-to-cover practice). The largest cash events were the March repurchase (issuer buyback for note repayment, $4.88M) and the July open-market sale ($1.83M). These are factual disclosures of transfers/conversions and do not by themselves indicate management’s market outlook.
Insider Transaction Report
Form 4
Bao Zhoujia
Director
Transactions
- Disposition to Issuer
Common Stock
[F1][F2]2026-03-13−127,523→ 703,831 total - Conversion
Common Stock
[F3]2026-06-30+20,102→ 20,102 total(indirect: By Trust) - Award
Common Stock
[F4]2026-07-01+5,627→ 709,458 total - Exercise of In-Money
Common Stock
2026-07-02$6.72/sh+1,616$10,860→ 21,718 total(indirect: By Trust) - Tax Payment
Common Stock
[F5]2026-07-02$25.00/sh−435$10,875→ 21,283 total(indirect: By Trust) - Conversion
Common Stock
[F6]2026-07-02+32,798→ 742,256 total - Sale
Common Stock
2026-07-02$25.00/sh−73,397$1,834,925→ 668,859 total - Conversion
Convertible Notes
[F3]2026-06-30→ 0 total(indirect: By Trust)→ Common Stock (20,102 underlying) - Conversion
Series A-1 Preferred Stock
[F6]2026-07-02−32,798→ 0 total→ Common Stock (32,798 underlying) - Exercise of In-Money
Stock Warrant (Right to Buy)
2026-07-02−1,616→ 0 total(indirect: By Trust)Exercise: $6.72From: 2020-09-02Exp: 2027-06-04→ Common Stock (1,616 underlying)
Holdings
- 130,952(indirect: By Trust)
Common Stock
- 59,375(indirect: By Trust)
Common Stock
- 59,375(indirect: By Trust)
Common Stock
Footnotes (6)
- [F1]This transaction occurred prior to the Issuer's registration of a class of equity securities under Section 12 of the Securities Exchange Act of 1934, as amended, in connection with the Issuer's initial public offering ("IPO"), and is reported herein pursuant to Rule 16a-2(a).
- [F2]On March 13, 2026, the Issuer repurchased 127,523 shares of the Reporting Person's Common Stock at the fair market value of the Issuer's Common Stock as of March 13, 2026 (for an aggregate purchase price of $4,876,106) as repayment for the Reporting Person's promissory note.
- [F3]On May 7, 2020, the Issuer issued to the Reporting Person's trust, Bao Trust Dated Mar-10 2020, a convertible note with a principal amount of approximately $270,628 (the "2020 Note"). The 2020 Note accrues non-compounding interest at a rate of 4.0% per annum and matures seven years following the date of issuance, unless earlier converted pursuant to its terms. At the execution of the underwriting agreement in connection with the IPO, the outstanding principal balance of the 2020 Note plus any accrued and unpaid interest automatically converted into shares of Common Stock at a ratio based on a conversion price equal to $340.0 million plus any consideration paid by the noteholder for the 2020 Note divided by the Issuer's fully-diluted capitalization on August 5, 2020.
- [F4]Represents an award of restricted stock units ("RSUs"), which vests on the earlier of (i) the one-year anniversary of the award's vesting commencement date and (ii) immediately before the Issuer's first annual meeting following the award's vesting commencement date, subject to the Reporting Person's continuous service to the Issuer.
- [F5]Represents the withholding of shares of Common Stock upon the exercise of the Stock Warrant; not an open market transaction.
- [F6]Each share of the Issuer's convertible preferred stock automatically converted into one share of Common Stock upon the closing of the Issuer's IPO.
Signature
/s/ Susie Giordano, Attorney-in-Fact|2026-07-02