4//SEC Filing
Russakow Jeffrey 4
Accession 0001209191-22-060827
CIK 0001839608other
Filed
Dec 11, 7:00 PM ET
Accepted
Dec 12, 8:44 PM ET
Size
10.5 KB
Accession
0001209191-22-060827
Insider Transaction Report
Form 4
Russakow Jeffrey
Director
Transactions
- Award
Common Stock
2022-12-08+10,231→ 10,231 total - Award
Earnout Shares
2022-12-08+2,534→ 2,534 totalExp: 2029-12-08→ Common Stock (2,534 underlying) - Award
Common Stock
2022-12-08+160,126→ 170,357 total
Footnotes (3)
- [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]Represents restricted stock units, each of which represents a contingent right to receive one share of Common Stock, received in connection with the Business Combination in exchange for restricted stock units representing a contingent right to receive 500,000 shares of Legacy Getaround common stock. The restricted stock units vested as to 80,063 shares on the Closing Date and will continue to vest in equal installments monthly until November 17, 2023, subject to the continuous service of the Reporting Person on each vesting date.
- [F3]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.
Documents
Issuer
InterPrivate II Acquisition Corp.
CIK 0001839608
Entity typeother
Related Parties
1- filerCIK 0001956469
Filing Metadata
- Form type
- 4
- Filed
- Dec 11, 7:00 PM ET
- Accepted
- Dec 12, 8:44 PM ET
- Size
- 10.5 KB