4//SEC Filing
Automated Systems Holdings Ltd 4
Accession 0001209191-21-061035
CIK 0001743725other
Filed
Oct 18, 8:00 PM ET
Accepted
Oct 19, 7:35 PM ET
Size
14.6 KB
Accession
0001209191-21-061035
Insider Transaction Report
Form 4
Automated Systems Holdings Ltd
10% Owner
Transactions
- Other
Common Stock
2021-10-15$10.19/sh+112,275$1,144,082→ 14,802,570 total
Teamsun Technology (HK) Ltd
10% Owner
Transactions
- Other
Common Stock
2021-10-15$10.19/sh+112,275$1,144,082→ 14,802,570 total
GDD International Holding Co
10% Owner
Transactions
- Other
Common Stock
2021-10-15$10.19/sh+112,275$1,144,082→ 14,802,570 total
Beijing Teamsun Technology Co. Ltd.
10% Owner
Transactions
- Other
Common Stock
2021-10-15$10.19/sh+112,275$1,144,082→ 14,802,570 total
GDB International Investment Ltd
10% Owner
Transactions
- Other
Common Stock
2021-10-15$10.19/sh+112,275$1,144,082→ 14,802,570 total
Footnotes (5)
- [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]These securities are directly held by GDD International Holding Company ("GDD"), which is a wholly-owned subsidiary of GDB International Investment Limited, which is a wholly-owned subsidiary of Automated Systems Holdings Limited, which is a subsidiary controlled by Teamsun Technology (HK) Limited, which is a wholly-owned subsidiary of Beijing Teamsun Technology Co., Ltd. (collectively, the "Teamsun Entities").
- [F5]Each of the Teamsun Entities may be deemed to beneficially own the securities directly owned by GDD, although each of the Teamsun Entities (other than GDD) disclaims beneficial ownership of such securities, except to the extent of their respective pecuniary interest therein. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than GDD) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.
Documents
Issuer
GRID DYNAMICS HOLDINGS, INC.
CIK 0001743725
Entity typeother
IncorporatedBermuda
Related Parties
1- filerCIK 0001806219
Filing Metadata
- Form type
- 4
- Filed
- Oct 18, 8:00 PM ET
- Accepted
- Oct 19, 7:35 PM ET
- Size
- 14.6 KB