4//SEC Filing
FreshRealm, Inc. 4
Accession 0001437749-23-028224
CIK 0001701114other
Filed
Oct 12, 8:00 PM ET
Accepted
Oct 13, 4:36 PM ET
Size
9.6 KB
Accession
0001437749-23-028224
Insider Transaction Report
Form 4
FreshRealm, Inc.
10% Owner
Transactions
- Exercise of In-Money
Class A Common Stock
2023-10-11$0.01/sh+1,268,574$12,686→ 1,268,574 total - Exercise of In-Money
Warrants
2023-10-11−1,268,574→ 0 totalExercise: $0.01Exp: 2030-06-09→ Class A Common Stock (1,268,574 underlying) - Sale
Class A Common Stock
2023-10-11$12.90/sh−984$12,696→ 1,267,590 total
Footnotes (3)
- [F1]Pursuant to and in connection with that certain Tender and Support Agreement (the "Tender and Support Agreement"), dated September 28, 2023, by and among the reporting person, Wonder Group, Inc. ("Parent") and Basil Merger Corporation, a Delaware corporation and wholly owned subsidiary of Parent ("Purchaser"), entered into in connection with that certain Agreement and Plan of Merger (the "Merger Agreement") dated September 28, 2023, by and among the Issuer, Parent and Purchaser, whereby the Purchaser will merge with and into the Issuer (the "Merger"), following a tender offer by Purchaser (the "Offer") to purchase all of the outstanding shares of Class A Common Stock, par value $0.0001 per share, Class B Common Stock, $0.0001 par value per share, and Class C Capital Stock, $0.0001 par value per share, of the Issuer in exchange for $13.00 in cash per share, without interest and subject to certain adjustments,
- [F2](continued from footnote 1) the reporting person exercised its warrant to purchase 1,268,574 shares of the Issuer's Class A Common Stock for $0.01 a share. The reporting person paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 984 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 1,267,590 shares. No fractional shares were issued.
- [F3]Certain actions of the reporting person in connection with the Merger Agreement and the Offer and contemplated in the Tender and Support Agreement constitute an exception to the vesting condition and Standstill/Lock-up Period (as defined in the warrant), and as such, the warrant is currently exercisable.
Documents
Issuer
Blue Apron Holdings, Inc.
CIK 0001701114
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001863754
Filing Metadata
- Form type
- 4
- Filed
- Oct 12, 8:00 PM ET
- Accepted
- Oct 13, 4:36 PM ET
- Size
- 9.6 KB