4//SEC Filing
Potashnick Robert 4
Accession 0001213900-22-056729
CIK 0001812360other
Filed
Sep 15, 8:00 PM ET
Accepted
Sep 16, 9:41 PM ET
Size
13.7 KB
Accession
0001213900-22-056729
Insider Transaction Report
Form 4
Potashnick Robert
Chief Financial Officer
Transactions
- Award
Stock Option (right to buy)
2022-09-15+78,413→ 78,413 totalExercise: $6.51Exp: 2026-04-02→ Class A Common Stock (78,413 underlying) - Award
Common Stock
2022-09-15+510,000→ 510,000 total - Award
Stock Option (right to buy)
2022-09-15+3,571→ 3,571 totalExercise: $6.51Exp: 2026-08-09→ Class A Common Stock (3,571 underlying) - Award
Stock Option (right to buy)
2022-09-15+2→ 2 totalExercise: $15.76Exp: 2027-01-27→ Class A Common Stock (2 underlying)
Footnotes (4)
- [F1]In connection with the Merger (as defined below), the reporting person received a restricted share award equal to 510,000 shares of Class A common stock of the Issuer pursuant to the terms and conditions of the FOXO Technologies Inc. Management Contingent Share Plan (the "MIP"). The restricted share award is subject to the following three service-based vesting conditions (i) 60% of the award will become vested on the 3rd anniversary of the Closing Date (as defined below) if the reporting person is still employed by the Issuer on such date, (ii) ) 20% of the award will become vested on the 4th anniversary of the Closing Date if the reporting person is still employed by the Issuer on such date, and (iii) the final 20% of the award will become vested on the 5th anniversary of the Closing Date if the reporting person is still employed by the Issuer on such date. In addition, 1/3 of the restricted share award will become vested upon the satisfaction of certain performance-based conditions as further described in the MIP.
- [F2]The stock options were received in exchange for stock options to purchase 135,000 shares of Class A common stock of FOXO Technologies Operating Company ("FOXO") in connection with the merger of FOXO with and into a wholly owned subsidiary of the Issuer (the "Merger"), which closed on 9/15/2022 (the "Closing Date"). As of the Closing Date, 43,562.78 of the shares of Class A common stock of the Issuer subject to the stock options were vested, and, thereafter, the remaining number of shares subject to the stock options shall vest in equal monthly installments until fully vested on 12/31/2023.
- [F3]The stock options were received in exchange for stock options to purchase 6,148 shares of Class A common stock of FOXO in connection with the Merger. As of the Closing Date, 1,289.54 of the shares of Class A common stock of the Issuer subject to the stock options were vested, and, thereafter, the remaining number of shares subject to the stock options shall vest in equal monthly installments until fully vested on 8/9/2024.
- [F4]The stock options were received in exchange for stock options to purchase 5 shares of Class A common stock of FOXO in connection with the Merger. As of the Closing Date, 0.39 of the shares of Class A common stock of the Issuer subject to the stock options were vested, and, thereafter, the remaining number of shares subject to the stock options shall vest in equal monthly installments until fully vested on 1/27/2025.
Documents
Issuer
FOXO TECHNOLOGIES INC.
CIK 0001812360
Entity typeother
Related Parties
1- filerCIK 0001939454
Filing Metadata
- Form type
- 4
- Filed
- Sep 15, 8:00 PM ET
- Accepted
- Sep 16, 9:41 PM ET
- Size
- 13.7 KB