4//SEC Filing
Dickman Thomas J 4
Accession 0001213900-25-022893
CIK 0001889123other
Filed
Mar 10, 8:00 PM ET
Accepted
Mar 11, 9:48 PM ET
Size
15.3 KB
Accession
0001213900-25-022893
Insider Transaction Report
Form 4
Dickman Thomas J
Chief Technology Officer
Transactions
- Award
Restricted Stock Units
2025-02-14+330,126→ 330,126 total→ Common Stock (330,126 underlying) - Award
Restricted Stock Units
2025-02-14+20,633→ 20,633 total→ Common Stock (20,633 underlying) - Award
Restricted Stock Units
2025-02-14+8,561→ 8,561 total→ Common Stock (8,561 underlying) - Award
Restricted Stock Units
2025-02-14+825→ 825 total→ Common Stock (825 underlying)
Footnotes (6)
- [F1]Not applicable.
- [F2]Represents securities received as part of the Issuer's business combination, in connection with that certain Agreement and Plan of Merger, dated as of July 24, 2024 (the "Merger Agreement"), by and among the Issuer (formerly FTAC Emerald Acquisition Corp.), FTAC EMLD Merger Sub Inc. and Fold, Inc. ("Legacy Fold"), pursuant to which each outstanding Legacy Fold RSU Award was automatically converted into an award of restricted stock units covering a number of shares of the Issuer's Common Stock based on the exchange ratio described in the Issuer's Registration Statement on Form S-4, as amended (Reg. No. 333-282520).
- [F3]The restricted stock units vest in 48 equal monthly installments beginning on August 20, 2019, subject to Mr. Dickman's continued service through the applicable vesting date and a liquidity event vesting condition. The liquidity event vesting condition is satisfied upon the first to occur, on or prior to the seventh anniversary of the grant date, of a change in control of the Issuer or an initial public offering of the Issuer Common Stock.
- [F4]The restricted stock units vest in 48 equal monthly installments beginning on December 1, 2020, subject to Mr. Dickman's continued service through the applicable vesting date and a liquidity event vesting condition. The liquidity event vesting condition is satisfied upon the first to occur, on or prior to the seventh anniversary of the grant date, of a change in control of the Issuer or an initial public offering of the Issuer Common Stock. If and to the extent not already vested, the restricted stock units vest in the case of termination of Mr. Dickman's employment without cause or resignation following: (A) a material adverse change in his job position causing such position to be of materially less stature or responsibility or (B) a change by the Company (or a successor company) in his principal work location by more than 60 miles, in each case, within twelve months after a "change in control" as such terms are defined in the Issuer's 2019 Equity Incentive Plan.
- [F5]The restricted stock units vest as to one-fourth of the underlying shares beginning on May 19, 2023 and thereafter in 48 equal monthly installments, subject to Mr. Dickman's continued service through the applicable vesting date and a liquidity event vesting condition. The liquidity event vesting condition is satisfied upon the first to occur, on or prior to the seventh anniversary of the grant date, of a change in control of the Issuer or an initial public offering of the Issuer Common Stock.
- [F6]The restricted stock units vest as to one-fourth of the underlying shares beginning on September 1, 2024 and thereafter in 48 equal monthly installments, subject to Mr. Dickman's continued service through the applicable vesting date and a liquidity event vesting condition. The liquidity event vesting condition is satisfied upon the first to occur, on or prior to the seventh anniversary of the grant date, of a change in control of the Issuer or an initial public offering of the Issuer Common Stock.
Documents
Issuer
Fold Holdings, Inc.
CIK 0001889123
Entity typeother
Related Parties
1- filerCIK 0002057497
Filing Metadata
- Form type
- 4
- Filed
- Mar 10, 8:00 PM ET
- Accepted
- Mar 11, 9:48 PM ET
- Size
- 15.3 KB