Tran Tan 4
4 · Vemanti Group, Inc. · Filed Apr 15, 2024
Insider Transaction Report
Form 4
Tran Tan
DirectorPresident, CEO, CSO10% Owner
Transactions
- Disposition to Issuer
Series A Preferred Stock
[F1]2024-04-09−40,000,000→ 0 total - Award
Series B Convertible Preferred Stock
[F1][F2][F3][F4]2024-04-09+800,000→ 800,000 totalExercise: $0.08→ Common Shares (20,800,000 underlying)
Footnotes (4)
- [F1]Pursuant to a Share Exchange Agreement, dated April 1, 2024, Mr. Tran surrendered 40,000,000 of Series A Preferred Shares of the Issuer in exchange for 800,000 shares of Series B Convertible Preferred Stock.
- [F2]Series B Convertible Preferred Stock is not convertible until April 1, 2025, pursuant to the terms of a Lock-Up Agreement between Mr. Tran and the Issuer, subject to (i) early release upon the Company up-listing to a national securities exchange, and (ii) certain limited permitted transfers where the recipient takes the securities subject to the restrictions in the Lock-Up Agreement.
- [F3]The Series B Preferred Stock has no expiration date.
- [F4]Each share of Series B Convertible Preferred Stock is currently convertible into 26 shares of Common Stock. This reflects the maximum number of shares of Common Stock that may be issued upon conversion of all shares of Series B Convertible Preferred Stock currently owned by the Reporting Person. However, the Series B Convertible Preferred Stock may not be converted if such conversion would result in the Reporting Person beneficially owning more than 9.99% of the total number of shares of Common Stock outstanding at the time of such conversion, unless otherwise approved by a majority of the Issuer's board of directors.
Signature
/s/ Tan Tran|2024-04-12