4//SEC Filing
Singhal Vikas 4
Accession 0001209191-21-009969
CIK 0001819035other
Filed
Feb 10, 7:00 PM ET
Accepted
Feb 11, 9:39 PM ET
Size
8.8 KB
Accession
0001209191-21-009969
Insider Transaction Report
Form 4
Metromile, Inc.MILE
Singhal Vikas
Director
Transactions
- Award
Common Stock
2021-02-09+3,656,781→ 3,656,781 total(indirect: See footnote) - Award
Common Stock
2021-02-09$10.00/sh+4,000,000$40,000,000→ 7,656,781 total(indirect: See footnote)
Footnotes (4)
- [F1]Received pursuant to the Agreement and Plan of Merger and Reorganization, dated as of November 24, 2020, as amended January 12, 2021 and further amended February 8, 2021, by and among INSU Acquisition Corp. II (n/k/a Metromile, Inc.) (the "Issuer"), INSU II Merger Sub Corp. and MetroMile, Inc. (n/k/a Metromile Operating Company) ("Legacy Metromile") (the "Merger Agreement") pursuant to which, through a series of mergers Legacy Metromile became a direct, wholly-owned subsidiary of the Issuer. Pursuant to the Merger Agreement former securityholders of Legacy Metromile will receive additional shares of the Issuer's common stock (the "Additional Shares") if the closing sale price of the Issuer's common stock exceeds $15.00 per share for 20 out of any 30 consecutive trading days during the first two years following the closing of the merger. The transactions contemplated by the Merger Agreement are referred to herein as the "Business Combination."
- [F2]Includes 389,119 shares to be received as Additional Shares.
- [F3]Mr. Vikas Singhal is a Partner of Hudson Structured Capital Management Ltd. ("HSCM") which manages HSCM Bermuda Fund Ltd. ("Bermuda"), HS Santanoni LP ("Santanoni"), and HSCM F1 Master Fund Ltd. ("F1 Master Fund"). HSCM is an investment adviser registered with the U.S. Securities & Exchange Commission under the Investment Advisers Act of 1940. Mr. Singhal and Michael Millette are each partners of HSCM and as such may be deemed to have voting and dispositive power over the securities held by Bermuda, Santanoni and F1 Master Fund.
- [F4]As previously disclosed, on November 24, 2020, the Issuer entered into subscription agreements (the "Subscription Agreements") with certain investors (the "PIPE investors") pursuant to which such investors agreed to purchase, immediately prior to the closing of the Business Combination, an aggregate of $170,000,000 of the Issuer's shares of common stock at a price of $10.00 per share, or an aggregate of 17,00,000 shares of common stock. HSCM is among the PIPE Investors.
Documents
Issuer
Metromile, Inc.
CIK 0001819035
Entity typeother
Related Parties
1- filerCIK 0001838267
Filing Metadata
- Form type
- 4
- Filed
- Feb 10, 7:00 PM ET
- Accepted
- Feb 11, 9:39 PM ET
- Size
- 8.8 KB