Levine Jon R 4

What Happened

• Jon R. Levine (10% owner) reported the one-for-one conversion/vesting of RSUs on May 7, 2026. The filing shows two derivative conversions of 75,000 RSUs each (total 150,000 shares) reported as exercised/converted at $0.00 per share. To satisfy tax withholding, 25,988 shares were withheld/disposed at $0.09 per share, representing $2,269. One 75,000-share conversion is reported as disposed and footnoted as held in trust for family (the reporting person disclaims beneficial ownership).

Key Details

• Transaction date: May 7, 2026; Form 4 filed May 8, 2026 (next-day filing).
• Conversions/exercises: 75,000 shares acquired (M) and a separate 75,000 shares reported as derivative/ disposed (M) — total 150,000 RSUs converted to common stock (F1).
• Tax withholding: 25,988 shares withheld to satisfy tax liability (F2) at $0.09/share = $2,269 (F2).
• Trust note: Some shares are held in trust for spouse and children; Levine disclaims beneficial ownership of those shares (F3).
• Grant/vesting info: These RSUs were granted March 7, 2023; remaining shares from this grant vest Nov 7, 2026 (F4).
• Shares owned after the transactions: not specified in the provided filing.

Context

• These transactions reflect RSU vesting/conversion and routine tax-withholding rather than an open-market purchase or sale. Withheld shares are a common cashless way to pay taxes on vested awards. As a 10% owner, Levine is a significant insider; the filing notes certain shares are held in trust and disclaimed for beneficial ownership.