DIAC Sponsor LLC 4
4 · FOXO TECHNOLOGIES INC. · Filed Sep 22, 2022
Insider Transaction Report
Form 4
DIAC Sponsor LLC
10% Owner
Transactions
- Other
Class B Common Stock
2022-09-15−600,000→ 0 total(indirect: see footnote)→ Class A Common Stock (600,000 underlying) - Exercise/Conversion
Class A Common Stock
2022-09-15−632,500→ 0 total(indirect: see footnote) - Other
Warrants
2022-09-15$11.50/sh−316,250$3,636,875→ 0 total(indirect: see footnote)Exercise: $11.50From: 2022-10-15Exp: 2027-09-15→ Class A Common Stock (316,250 underlying) - Other
Class B Common Stock
2022-09-15−4,431,250→ 0 total(indirect: see footnote)→ Class A Common Stock (4,431,250 underlying)
Footnotes (3)
- [F1]Represents the distribution for no consideration by DIAC Sponsor LLC (the "Sponsor") of (i) 4,431,250 shares of Class A common stock of Delwinds, (ii) 632,500 shares of Class B common stock of Delwinds, and (iii) 316,250 warrants to purchase shares of Class A common stock to its members (the "Sponsor Distribution"). Andrew J. Poole received (i) 85,000 shares of Class A common stock; (ii) 1,041,662 shares of Class A common stock underlying shares of Class B common stock; and (iii) 42,500 shares of Class A common stock underlying warrants.
- [F2]Represents the forfeiture, for no consideration, by the Sponsor 600,000 shares of Class B common stock of Delwinds.
- [F3]As a managing member of the Sponsor, Mr. Andrew Poole may be deemed to share beneficial ownership of shares of Delwinds common stock 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.