4//SEC Filing
Gupta Ashish 4
Accession 0001209191-22-058520
CIK 0001820144other
Filed
Nov 21, 7:00 PM ET
Accepted
Nov 22, 7:25 PM ET
Size
17.2 KB
Accession
0001209191-22-058520
Insider Transaction Report
Form 4
Grindr Inc.GRND
Gupta Ashish
Director10% Owner
Transactions
- Conversion
Warrants
2022-11-18$11.50/sh+259,887$2,988,701→ 259,887 totalExercise: $11.50→ Common Stock (259,887 underlying) - Award
Common Stock, par value $0.0001 per share
2022-11-18+7,474,168→ 7,474,168 total(indirect: By Corporation) - Exercise/Conversion
Common Stock, par value $0.0001 per share
2022-11-18+1,710,000→ 1,710,000 total - Conversion
Class B ordinary shares
2022-11-18−1,710,000→ 0 total→ Common Stock (1,710,000 underlying) - Conversion
Warrants
2022-11-18$11.50/sh+4,640,000$53,360,000→ 4,640,000 totalExercise: $11.50→ Common Stock (4,640,000 underlying)
Footnotes (5)
- [F1]Received pursuant to the Agreement and Plan of Merger, dated May 9, 2022 (the "MA"), by and among Grindr Group LLC ("LG"), Tiga Acquisition Corp. ("Tiga") and Tiga Merger Sub LLC, a subsidiary of Tiga ("Sub I", and together with Tiga and LG, the "Entities"), as amended in the First Amendment to the MA, dated October 5, 2022, by and among Tiga Merger Sub II LLC, a subsidiary of Tiga ("Sub II") and the Entities, pursuant to which Sub I first merged with and into LG, whereupon the separate corporate existence of Sub I ceased, and LG became the surviving company and continued in existence as a wholly owned subsidiary of Tiga until promptly thereafter and as part of the overall transaction, when LG merged with and into Sub II, with Sub II being the entity that survived such second merger and continued in existence as a wholly owned subsidiary of Tiga (the "Business Combination"). Tiga domesticated as a Delaware corporation and subsequently changed its name to Grindr Inc. (the "Issuer").
- [F2]As described in the Issuer's definitive proxy statement and final prospectus filed pursuant to Rule 424(b)(3) (Registration No. 333-264902) (the "Proxy"), shares of the Issuer's Common Stock were issued to San Vicente Holdings LLC, a Delaware limited liability company ("SVH"), in exchange for outstanding units of LG Series X ordinary units indirectly held by SVH. The Reporting Person indirectly had a 4.5% non-voting, economic only equity interest in LG and a 5.7% non-voting, economic only interest in SVH. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and 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.
- [F3]As described in the Proxy, warrants to purchase the Issuer's Common Stock were issued to SVH, a Delaware limited liability company ("SVH"), in exchange for warrants to purchase LG Series X ordinary units, indirectly held by SVH. The Reporting Person indirectly had a 4.5% non-voting, economic only equity interest in LG and a 5.7% non-voting, economic only interest in SVH. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and 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.
- [F4]Received pursuant to the Business Combination. As described in the Proxy, the Reporting Person was an equityholder of Tiga Sponsor LLC, a Delaware limited liability company ("Tiga Sponsor"). Tiga Sponsor previously held shares of Class B ordinary shares of Tiga. Such shares, which were previously convertible into Class A ordinary shares of Tiga, were distributed to the equityholders of Tiga Sponsor, including the Reporting Person, and were converted into shares of the Issuer's Common Stock in connection with, and upon the consummation of, the Business Combination.
- [F5]Received pursuant to the Business Combination. As described in the Proxy, the Reporting Person was an equityholder of Tiga Sponsor LLC, a Delaware limited liability company ("Tiga Sponsor"). Tiga Sponsor previously held warrants to purchase Class A ordinary shares of Tiga. Such warrants were distributed to the equityholders of Tiga Sponsor, including the Reporting Person, and were converted into warrants to purchase the Issuer's Common Stock in connection with, and upon the consummation of, the Business Combination.
Documents
Issuer
Grindr Inc.
CIK 0001820144
Entity typeother
Related Parties
1- filerCIK 0001835080
Filing Metadata
- Form type
- 4
- Filed
- Nov 21, 7:00 PM ET
- Accepted
- Nov 22, 7:25 PM ET
- Size
- 17.2 KB