4//SEC Filing
Zhang Shuo 4
Accession 0001209191-21-061003
CIK 0001743725other
Filed
Oct 18, 8:00 PM ET
Accepted
Oct 19, 6:32 PM ET
Size
7.5 KB
Accession
0001209191-21-061003
Insider Transaction Report
Form 4
Zhang Shuo
Director
Transactions
- Other
Common Stock
2021-10-15$10.19/sh+402$4,096→ 18,595 total
Holdings
- 139,655(indirect: See footnote)
Common Stock
Footnotes (4)
- [F1]On October 15, 2021, the Reporting Person received these shares of the Issuer's common stock pursuant to an "earn-out" provision in Section 2.19(e)(ii) of that certain Agreement and Plan of Merger (the "Merger Agreement") dated as of November 13, 2019 by and among the Issuer and the parties listed in the Merger Agreement.
- [F2](continuation from footnote 1) The Merger Agreement provided that if, after preparing the "Closing Statement" required by the Merger Agreement, the "Post-Closing Adjustment" (which generally relates to cash accounts, working capital and indebtedness at the "Closing Date") was a positive number, the Issuer would be required to issue that number of new shares of common stock of the Issuer equal to the Post-Closing Adjustment divided by the "Parent Stock Signing Price" (i.e. $10.19), and to deposit such shares with the "Exchange Agent" for distribution to the "Shareholders" in accordance with their "Shareholder Pro Rata Shares" (as each such term is defined in the Merger Agreement), for no additional consideration.
- [F3](continuation from footnote 2) The Reporting Person's right to receive such additional shares in a non-market manner for no additional consideration became fixed and irrevocable on March 5, 2020, the effective date of the merger. Accordingly, by law, the date of acquisition of such earn-out shares for purposes of Section 16(b) is March 5, 2020, the effective date of the merger.
- [F4]The shares are held of record by Renascia Fund B LLC, for which the Reporting Person serves as a managing partner and chief executive officer.
Documents
Issuer
GRID DYNAMICS HOLDINGS, INC.
CIK 0001743725
Entity typeother
Related Parties
1- filerCIK 0001805694
Filing Metadata
- Form type
- 4
- Filed
- Oct 18, 8:00 PM ET
- Accepted
- Oct 19, 6:32 PM ET
- Size
- 7.5 KB