4//SEC Filing
Danielson Tyler 4
Accession 0001213900-22-056730
CIK 0001812360other
Filed
Sep 15, 8:00 PM ET
Accepted
Sep 16, 9:42 PM ET
Size
15.9 KB
Accession
0001213900-22-056730
Insider Transaction Report
Form 4
Danielson Tyler
Chief Technology Officer
Transactions
- Award
Stock Option (right to buy)
2022-09-15+52,275→ 52,275 totalExercise: $6.51Exp: 2026-04-02→ Class A Common Stock (52,275 underlying) - Award
Stock Option (right to buy)
2022-09-15+3,729→ 3,729 totalExercise: $6.51Exp: 2026-08-09→ Class A Common Stock (3,729 underlying) - Award
Common Stock
2022-09-15+17,425→ 17,425 total - Award
Common Stock
2022-09-15+760,000→ 777,425 total - Award
Stock Option (right to buy)
2022-09-15+2→ 2 totalExercise: $15.76Exp: 2025-01-27→ Class A Common Stock (2 underlying)
Footnotes (5)
- [F1]In connection with the merger described in that certain Agreement and Plan of Merger, dated as of 2/24/2022 (as amended, the "Merger Agreement"), by and among FOXO Technologies Inc., formerly Delwinds Insurance Acquisition Corp. (the "Issuer"), DWIN Merger Sub Inc. ("Merger Sub"), and FOXO Technologies Operating Company, formerly FOXO Technologies Inc. ("FOXO"), pursuant to which Merger Sub merged with and into FOXO, with FOXO surviving as a wholly-owned subsidiary of the Issuer (the "Merger"). Pursuant to the terms and conditions of the Merger Agreement, in connection with the closing of the Merger on 9/15/2022 (the "Closing Date"), the reporting person received 17,425 shares of Class A common stock in the Issuer.
- [F2]In connection with the Merger (as defined below), the reporting person received a restricted share award equal to 760,000 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 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.
- [F3]The stock options were received in exchange for stock options to purchase 90,000 shares of Class A common stock of FOXO in connection with the Merger. As of the Closing Date, 32,913.65 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 over the following thirty-six (36) months until fully vested on 12/31/2023.
- [F4]The stock options were received in exchange for stock options to purchase 6,421 shares of Class A common stock of FOXO in connection with the Merger. As of the Closing Date, 1,36.57 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.
- [F5]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 0001939455
Filing Metadata
- Form type
- 4
- Filed
- Sep 15, 8:00 PM ET
- Accepted
- Sep 16, 9:42 PM ET
- Size
- 15.9 KB