4//SEC Filing
Reeves William Brian Poppic 4
Accession 0001213900-25-022997
CIK 0001889123other
Filed
Mar 11, 8:00 PM ET
Accepted
Mar 12, 10:18 AM ET
Size
14.4 KB
Accession
0001213900-25-022997
Insider Transaction Report
Form 4
Reeves William Brian Poppic
DirectorChief Executive Officer
Transactions
- Award
Common Stock
2025-02-14+2,493,156→ 2,493,156 total - Award
Restricted Stock Units
2025-02-14+51,582→ 51,582 total→ Common Stock (51,582 underlying) - Award
Restricted Stock Units
2025-02-14+554,317→ 554,317 total→ Common Stock (554,317 underlying) - Award
Restricted Stock Units
2025-02-14+11,513→ 11,513 totalExercise: $0.35→ Common Stock (11,513 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 share of Legacy Fold common stock was automatically converted into the right to receive 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) (the "Registration Statement").
- [F3]Represents securities received as part of the Merger Agreement, 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 Registration Statement.
- [F4]The restricted stock units vest (i) in 48 equal monthly installments beginning on March 23, 2021, subject to Mr. Reeves' continued service through the applicable vesting date, and (ii) if and to the extent not already vested, in the case of termination of Mr. Reeves' 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 October 1, 2023 and thereafter in 48 equal monthly installments, subject to Mr. Reeves' 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 December 1, 2023 and thereafter in 48 equal monthly installments, subject to Mr. Reeves' 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, subject to Mr. Reeves' continued service through the consummation of such change in control or initial public offering.
Documents
Issuer
Fold Holdings, Inc.
CIK 0001889123
Entity typeother
Related Parties
1- filerCIK 0002057455
Filing Metadata
- Form type
- 4
- Filed
- Mar 11, 8:00 PM ET
- Accepted
- Mar 12, 10:18 AM ET
- Size
- 14.4 KB