4//SEC Filing
Holland Tom 4
Accession 0001415889-22-003406
CIK 0000022701other
Filed
Mar 27, 8:00 PM ET
Accepted
Mar 28, 9:19 PM ET
Size
6.5 KB
Accession
0001415889-22-003406
Insider Transaction Report
Form 4
Holland Tom
Director
Transactions
- Award
Common Stock
2022-03-28+22,620→ 22,620 total(indirect: By Trust)
Footnotes (2)
- [F1]The reporting person acquired 7,945 shares of issuer common stock, par value $0.05 per share (the "Common Stock"), in exchange for 81,301 Class A Units of Pineapple Energy, LLC ("Pineapple") pursuant to Pineapple's merger into the issuer (the "Merger") on March 28, 2022 (the "Closing Date"). Additionally, on the Closing Date, the reporting person became entitled to receive 4,554 shares of Common Stock pursuant to an "earn-out" provision (the "Earn-Out Consideration") in the Merger agreement, which entitled certain Pineapple shareholders to receive additional shares of Common Stock if a funding-related condition to the closing of the Merger was satisfied by Pineapple or waived by the issuer. Of the 4,554 shares of Common Stock of Earn-Out Consideration, 1,518 shares of Common Stock are being held in escrow by a third-party escrow agent, (CONTINUED IN FOOTNOTE 2)
- [F2](CONTINUING FROM FOOTNOTE 1) and will be distributed according to the terms of an escrow agreement that was entered into on the Closing Date by and among the issuer and certain Pineapple shareholders (the "Escrow Agreement"), which states that if the volume weighted average trading price of the Common Stock for the 30 consecutive trading days beginning on April 4, 2022 ("VWAP") is $8.00 per share of Common Stock or higher, the reporting person shall receive all of the 1,518 escrowed shares of Common Stock; however, to the extent the VWAP is below $8.00, the number of shares of Common Stock to be issued shall be reduced in accordance with the formula outlined in Section 6(c)(ii) of the Escrow Agreement. The remaining 3,036 shares of Earn-Out Consideration were issued to the reporting person in connection with the closing of the Merger. The closing price of the issuer's common stock on the Closing Date was $8.18.
Documents
Issuer
Pineapple Holdings, Inc.
CIK 0000022701
Entity typeother
Related Parties
1- filerCIK 0001915881
Filing Metadata
- Form type
- 4
- Filed
- Mar 27, 8:00 PM ET
- Accepted
- Mar 28, 9:19 PM ET
- Size
- 6.5 KB