4//SEC Filing
Suslak Neil S 4
Accession 0001209191-22-060828
CIK 0001839608other
Filed
Dec 11, 7:00 PM ET
Accepted
Dec 12, 8:45 PM ET
Size
19.7 KB
Accession
0001209191-22-060828
Insider Transaction Report
Form 4
Suslak Neil S
Director
Transactions
- Award
Common Stock
2022-12-08+341,204→ 341,204 total(indirect: By LLC) - Award
Earnout Shares
2022-12-08+1,369,870→ 1,369,870 total(indirect: By Braemar Energy Ventures III, L.P.)Exp: 2029-12-08→ Common Stock (1,369,870 underlying) - Award
Earnout Shares
2022-12-08+36,830→ 36,830 total(indirect: By LLC)Exp: 2029-12-08→ 12/08/2029 (36,830 underlying) - Award
Common Stock
2022-12-08+3,590,327→ 3,590,327 total(indirect: By Braemar Energy Ventures III, L.P.) - Award
Common Stock
2022-12-08+200,000→ 3,790,327 total(indirect: By Braemar Energy Ventures III, L.P.) - Award
Common Stock
2022-12-08+73,364→ 73,364 total(indirect: By LLC) - Award
Earnout Shares
2022-12-08+171,289→ 171,289 total(indirect: By LLC)Exp: 2029-12-08→ 12/08/2029 (171,289 underlying)
Footnotes (4)
- [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]The securities are held directly by Braemar Energy Ventures III, L.P., Braemar/Getaround Investments II, LLC and Braemar/Getaround Investments, LLC (collectively, the "Braemar Funds"). Mr. Suslak is the Managing Partner of Braemar Energy Ventures, which is the General Partner of each of the Braemar Funds. Mr. Suslak shares voting and investment power over the shares held by each of the Braemar Funds with William D. Lese and Donald F. Tappan, III.
- [F3]Received in connection with the Business Combination pursuant to a stock transfer agreement, dated October 31, 2022, by and among InterPrivate II Acquisition Management II LLC and Braemar Energy Ventures III, L.P., as an inducement for Braemar Energy Ventures III, L.P. to purchase a $2.0 million subordinated promissory note from Legacy Getaround and Braemar Energy Ventures III, L.P.'s subsequent new equity investment in Legacy Getaround by exchanging such note for a like principal amount of a subordinated convertible promissory note of Legacy Getaround.
- [F4]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 0001839057
Filing Metadata
- Form type
- 4
- Filed
- Dec 11, 7:00 PM ET
- Accepted
- Dec 12, 8:45 PM ET
- Size
- 19.7 KB