4//SEC Filing
Massey Joanna D. 4
Accession 0001493152-25-010605
CIK 0001853825other
Filed
Mar 16, 8:00 PM ET
Accepted
Mar 17, 4:45 PM ET
Size
9.3 KB
Accession
0001493152-25-010605
Insider Transaction Report
Form 4
Massey Joanna D.
Director
Transactions
- Award
Series A Preferred Convertible Voting Stock
2025-03-15$3.00/sh+31$93→ 1,615 totalExercise: $3.00→ Common Stock (465 underlying) - Award
Common Stock
2025-03-15+270→ 10,592 total
Footnotes (4)
- [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]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.
- [F3]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.
- [F4]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 0001848770
Filing Metadata
- Form type
- 4
- Filed
- Mar 16, 8:00 PM ET
- Accepted
- Mar 17, 4:45 PM ET
- Size
- 9.3 KB