Graves Ryan 4/A
4/A · Metromile, Inc. · Filed Mar 12, 2021
Insider Transaction Report
Form 4/AAmended
Metromile, Inc.MILE
Graves Ryan
Director
Transactions
- Award
Common Stock
2021-02-09+3,133,471→ 3,133,471 total(indirect: See footnote) - Award
Common Stock
2021-02-09$10.00/sh+1,500,000$15,000,000→ 1,917,796 total(indirect: See footnote) - Award
Common Stock
2021-02-09+417,796→ 417,796 total(indirect: See footnote)
Footnotes (6)
- [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 333,438 shares to be received as Additional Shares.
- [F3]The shares are held by Saltwater Capital ("Saltwater"). Mr. Graves may be deemed to have voting and dispositive power over the securities held by Saltwater.
- [F4]Includes 44,458 shares to be received as Additional Shares.
- [F5]The shares are held by The Graves Irrevocable Remainder Trust ("Graves Irrevocable Trust"). Mr. Graves may be deemed to have voting and dispositive power over the securities held by Graves Irrevocable Trust.
- [F6]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. Cohen & Company, LLC, and its affiliates are among the PIPE Investors through a special purpose vehicle (the "Cohen SPV"). Graves Irrevocable Trust is a member of the Cohen SPV and has a pecuniary interest therein.