Krim Philip 4
4 · Casper Sleep Inc. · Filed Jan 26, 2022
Insider Transaction Report
Form 4
Krim Philip
DirectorChief Executive Officer
Transactions
- Gift
Common Stock
2022-01-03−100,000→ 1,896,174 total - Disposition to Issuer
Common Stock
2022-01-25$6.90/sh−567,425$3,915,233→ 0 total(indirect: Philip Krim 2015 GRAT) - Disposition to Issuer
Common Stock
2022-01-25$6.90/sh−1,896,174$13,083,601→ 0 total - Disposition to Issuer
Stock Option
2022-01-25−450,000→ 0 totalExercise: $13.60Exp: 2028-01-01→ Common Stock (450,000 underlying)
Footnotes (4)
- [F1]Reflects disposition in connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of November 14, 2021 (the "Merger Agreement"), by and among Casper Sleep Inc. (the "Issuer"), Marlin Parent, Inc. and Marlin Merger Sub, Inc. ("Merger Sub"). On January 25, 2022, upon the closing of the merger of Merger Sub with and into the Issuer (the "Merger") contemplated by the Merger Agreement, each share of common stock of the Issuer, par value $0.000001 per share, was cancelled and automatically converted into the right to receive an amount in cash equal to $6.90 (the "Merger Consideration"), without interest, subject to applicable withholding taxes.
- [F2]In accordance with the Merger Agreement, each restricted stock unit award ("RSU Award") of the Issuer outstanding immediately prior to the effective time of the Merger (whether vested or unvested) was cancelled and converted into the right to receive an amount in cash, subject to applicable withholding taxes, equal to the Merger Consideration multiplied by the number of shares of Issuer common stock subject to such RSU Award.
- [F3]The options provided for vesting as to 25% of the shares on January 2, 2019 and in equal monthly installments thereafter until January 2, 2022.
- [F4]In accordance with the Merger Agreement, each option to acquire common stock of the Issuer that was unvested or had a per share exercise price equal to or greater than the Merger Consideration was cancelled for no consideration as of the effective time of the Merger.