Bowden Bruno 4
4 · InterPrivate II Acquisition Corp. · Filed Dec 12, 2022
Insider Transaction Report
Form 4
Bowden Bruno
Director
Transactions
- Award
Earnout Shares
2022-12-08+8,030→ 8,030 total(indirect: By IRA)Exp: 2029-12-08→ Common Stock (8,030 underlying) - Award
Earnout Shares
2022-12-08+26,197→ 26,197 totalExp: 2029-12-08→ Common Stock (26,197 underlying) - Award
Common Stock
2022-12-08+52,183→ 52,183 total - Award
Common Stock
2022-12-08+27,527→ 27,527 total(indirect: By IRA)
Footnotes (2)
- [F1]Received in connection with the Issuer's business combination (the "Business Combination") with Getaround, Inc. ("Legacy Getaround") in accordance with the terms of the Agreement and Plan of Merger dated as of May 11, 2022 (the "Merger Agreement"), by and among the Issuer (f/k/a InterPrivate II Acquisition Corp.), TMPST Merger Sub I, Inc., TMPST Merger Sub II, LLC and Legacy Getaround. Pursuant to the terms of the Merger Agreement, each outstanding share of Legacy Getaround common stock was entitled to receive 0.320253 shares of Common Stock and certain earnout shares of Common Stock ("Earnout Shares"). In connection with the Business Combination, certain subordinated convertible promissory notes of Legacy Getaround also converted in accordance with their terms into shares of Common Stock. The Business Combination closed on December 8, 2022 (the "Closing Date").
- [F2]Upon consummation of the Business Combination, the Reporting Person received the right to acquire shares of Common Stock as follows if, at any time during the period following the Closing Date and expiring on the seventh anniversary of the Closing Date, the volume-weighted average price of Common Stock equals or exceeds the respective price for any 20 trading days within any 30 consecutive trading days: 10.0% of the Earnout Shares at $13.50; 10.0% of the Earnout Shares at $17.00; 13.3% of the Earnout Shares at $25.00; 16.7% of the Earnout Shares at $30.00; 16.7% of the Earnout Shares at $37.00; 16.7% of the Earnout Shares at $46.00; and 16.7% of the Earnout Shares at $55.00.