4//SEC Filing
Nikou Andrew K 4
Accession 0001213900-20-031875
CIK 0001776909other
Filed
Oct 15, 8:00 PM ET
Accepted
Oct 16, 8:56 PM ET
Size
12.0 KB
Accession
0001213900-20-031875
Insider Transaction Report
Form 4
Nikou Andrew K
Director10% Owner
Transactions
- Conversion
Common Stock
2020-10-14+3,737,500→ 3,737,500 total(indirect: See Footnote) - Conversion
Class B Common Stock
2020-10-14−3,737,500→ 0 total(indirect: See Footnote)→ Common Stock (3,737,500 underlying) - Other
Warrants
2020-10-14$1.00/sh+3,676,000$3,676,000→ 3,676,000 total(indirect: See Footnote)Exercise: $11.50→ Common Stock (3,676,000 underlying)
Footnotes (6)
- [F1]As described in Issuer's Form 8-K (File No. 001-39139) under Item 2.01 Completion of Acquisition or Disposition of Assets, the Class B common stock, par value $0.0001 per share, were convertible on a one-for-one basis into common equity of the surviving entity upon the consummation of Issuer's initial business combination and had no expiration date. In connection with Issuer's business combination, such Class B common stock held by Software Acquisition Holdings LLC automatically converted into shares of common stock, par value $0.0001 per share, of CuriosityStream Inc.
- [F2]These shares represent Class B common stock held by Software Acquisition Holdings LLC (the "Sponsor") acquired pursuant to a subscription agreement by and between the Sponsor and Issuer, and reflect a 1.04-to-one stock split of the Class B common stock, approved by the issuer's board of directors on November 19, 2019.
- [F3]As a managing member of the Sponsor the reporting person may be deemed to share beneficial ownership of the securities held directly by the Sponsor, and disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
- [F4]The reporting person purchased 4,740,000 warrants in a private placement on November 22, 2019 in connection with the Issuer's initial public offering at a price of $1.00 per warrant. The warrants were not exercisable until 30 days following the the closing of the initial business combination of the Issuer, a material outside condition. Immediately prior to Software Acquisition Group Inc.'s business combination with CuriosityStream Inc., the reporting person forfeited 1,064,000 warrants to the Issuer for no additional consideration.
- [F5]The warrants will become exercisable, if at all, at the later of (i) 30 days after the completion of Issuer's initial business combination and (ii) 12 months from the effective date of the registration statement relating to an initial public offering.
- [F6]The warrants will expire on the fifth anniversary of the completion of Issuer's initial business combination or earlier upon redemption or liquidation, as described under the heading "Description of Securities - Redeemable Warrants" in the Issuer's registration statement on Form S-1 (File No. 333-234327).
Documents
Issuer
CuriosityStream Inc.
CIK 0001776909
Entity typeother
Related Parties
1- filerCIK 0001782770
Filing Metadata
- Form type
- 4
- Filed
- Oct 15, 8:00 PM ET
- Accepted
- Oct 16, 8:56 PM ET
- Size
- 12.0 KB