4//SEC Filing
HAAG ROBERT L 4
Accession 0001493152-24-050498
CIK 0001853825other
Filed
Dec 16, 7:00 PM ET
Accepted
Dec 17, 7:30 PM ET
Size
10.6 KB
Accession
0001493152-24-050498
Insider Transaction Report
Form 4
HAAG ROBERT L
Other
Transactions
- Award
Common Stock
2024-12-15+329→ 295,639 total(indirect: By LLC) - Award
Series A Preferred Convertible Voting Stock
2024-12-15$3.00/sh+615$1,845→ 32,225 total(indirect: By LLC)Exercise: $3.00→ Common Stock (9,225 underlying)
Holdings
- 125
Common Stock
Footnotes (5)
- [F1]As stated in the Amended and Restated Certificate of Designation of Series B Preferred Convertible Voting Stock dated April 17, 2024 (the "Series B Preferred Certificate of Designation"), the holder shall receive dividends, which will be paid to Holders on a quarterly basis on each of March 15, June 15, September 15 and December 15 (each, a "Payment Date"), in cash or in shares of common stock at Company's election, in an amount equal to $1.25 per share. If the dividend is paid in shares of common stock, the number of common shares issuable shall be the quotient of the dividend payable divided by the VWAP. Each share of Series B Preferred initially converted at a ratio of 10:1 to shares of the Company's Common Stock on a cashless basis, at the option of the holder. The conversion price is currently $4.00/share of common stock.
- [F2]Mr. Haag is the Managing Member and sole owner of Westside Strategic Partners, LLC ("Westside"). Robert Haag has voting control and investment discretion over securities held by Westside. As such, Robert Haag may be deemed to be the beneficial owner (as determined under Section 13(d) of the Exchange Act) of the securities held by Westside.
- [F3]As stated in the Amended and Restated Certificate of Designation of Series A Preferred Convertible Voting Stock dated September 26, 2022 (the "Series A Preferred Certificate of Designation"), each share of Series A Preferred Convertible Voting Stock converts into 15 shares of Common Stock at a Reference Rate of $3.00, subject to adjustments as specified in the Series A Preferred Certificate of Designation.
- [F4]As stated in the Series A Preferred Certificate of Designation, the holder shall receive dividends, which will be paid to Holders on a quarterly basis on each of March 15, June 15, September 15 and December 15 (each, a "Payment Date"), in cash or in shares of Series A Preferred Stock at Company's election, in an amount equal to $0.875 per share, per quarter totaling $3.50 per share on an annualized basis. If the dividend is paid in shares of Series A Preferred Stock, each share shall be valued at the purchase price of $45.00/share, subject to certain adjustments. Each share of Series A Preferred Convertible Voting Stock initially converts into 15 shares of common stock (the "Conversion Rate") at a reference rate (the "Reference Rate") of $3.00/share of common stock.
- [F5]Series A Preferred Convertible Voting Stock is exercisable upon issuance and has no expiration date.
Documents
Issuer
THUMZUP MEDIA Corp
CIK 0001853825
Entity typeother
Related Parties
1- filerCIK 0002028276
Filing Metadata
- Form type
- 4
- Filed
- Dec 16, 7:00 PM ET
- Accepted
- Dec 17, 7:30 PM ET
- Size
- 10.6 KB