4//SEC Filing
Alder Melanie 4
Accession 0001628280-25-042396
CIK 0001811935other
Filed
Sep 21, 8:00 PM ET
Accepted
Sep 22, 9:47 PM ET
Size
30.5 KB
Accession
0001628280-25-042396
Insider Transaction Report
Form 4
Wright David K.
DirectorChief Executive Officer10% Owner
Transactions
- Conversion
Founder Non-Voting Preferred Stock
2025-09-12−10,117,775→ 0 total→ Common Stock or Founder Voting Preferred Stock (10,117,775 underlying) - Conversion
Founder Voting Preferred Stock
2025-09-12+6,739,201→ 7,115,543 total(indirect: By Spouse)→ Common Stock or Founder Non-Voting Preferred Stock (6,739,201 underlying) - Conversion
Founder Non-Voting Preferred Stock
2025-09-12−6,739,201→ 0 total(indirect: By Spouse)→ Common Stock or Founder Voting Preferred Stock (6,739,201 underlying) - Tax Payment
Common Stock
2025-09-18$14.00/sh−27,407$383,698→ 97,593 total(indirect: By Spouse) - Tax Payment
Common Stock
2025-09-18$14.00/sh−82,219$1,151,066→ 292,781 total - Conversion
Founder Voting Preferred Stock
2025-09-12+10,117,775→ 10,682,278 total→ Common Stock or Founder Non-Voting Preferred Stock (10,117,775 underlying)
Holdings
- 41,817,539(indirect: By Trust)
Founder Non-Voting Preferred Stock
→ Common Stock or Founder Voting Preferred Stock (41,817,539 underlying) - 27,176,014(indirect: By Trust)
Founder Non-Voting Preferred Stock
→ Common Stock or Founder Voting Preferred Stock (27,176,014 underlying)
Wright Irrevocable Trust
10% Owner
Transactions
- Tax Payment
Common Stock
2025-09-18$14.00/sh−27,407$383,698→ 97,593 total(indirect: By Spouse) - Conversion
Founder Voting Preferred Stock
2025-09-12+6,739,201→ 7,115,543 total(indirect: By Spouse)→ Common Stock or Founder Non-Voting Preferred Stock (6,739,201 underlying) - Tax Payment
Common Stock
2025-09-18$14.00/sh−82,219$1,151,066→ 292,781 total - Conversion
Founder Non-Voting Preferred Stock
2025-09-12−10,117,775→ 0 total→ Common Stock or Founder Voting Preferred Stock (10,117,775 underlying) - Conversion
Founder Non-Voting Preferred Stock
2025-09-12−6,739,201→ 0 total(indirect: By Spouse)→ Common Stock or Founder Voting Preferred Stock (6,739,201 underlying) - Conversion
Founder Voting Preferred Stock
2025-09-12+10,117,775→ 10,682,278 total→ Common Stock or Founder Non-Voting Preferred Stock (10,117,775 underlying)
Holdings
- 27,176,014(indirect: By Trust)
Founder Non-Voting Preferred Stock
→ Common Stock or Founder Voting Preferred Stock (27,176,014 underlying) - 41,817,539(indirect: By Trust)
Founder Non-Voting Preferred Stock
→ Common Stock or Founder Voting Preferred Stock (41,817,539 underlying)
Alder Melanie
DirectorChief Strategy Officer10% Owner
Transactions
- Conversion
Founder Voting Preferred Stock
2025-09-12+10,117,775→ 10,682,278 total→ Common Stock or Founder Non-Voting Preferred Stock (10,117,775 underlying) - Tax Payment
Common Stock
2025-09-18$14.00/sh−82,219$1,151,066→ 292,781 total - Conversion
Founder Non-Voting Preferred Stock
2025-09-12−10,117,775→ 0 total→ Common Stock or Founder Voting Preferred Stock (10,117,775 underlying) - Conversion
Founder Non-Voting Preferred Stock
2025-09-12−6,739,201→ 0 total(indirect: By Spouse)→ Common Stock or Founder Voting Preferred Stock (6,739,201 underlying) - Tax Payment
Common Stock
2025-09-18$14.00/sh−27,407$383,698→ 97,593 total(indirect: By Spouse) - Conversion
Founder Voting Preferred Stock
2025-09-12+6,739,201→ 7,115,543 total(indirect: By Spouse)→ Common Stock or Founder Non-Voting Preferred Stock (6,739,201 underlying)
Holdings
- 41,817,539(indirect: By Trust)
Founder Non-Voting Preferred Stock
→ Common Stock or Founder Voting Preferred Stock (41,817,539 underlying) - 27,176,014(indirect: By Trust)
Founder Non-Voting Preferred Stock
→ Common Stock or Founder Voting Preferred Stock (27,176,014 underlying)
Alder Irrevocable Trust
10% Owner
Transactions
- Tax Payment
Common Stock
2025-09-18$14.00/sh−82,219$1,151,066→ 292,781 total - Conversion
Founder Voting Preferred Stock
2025-09-12+10,117,775→ 10,682,278 total→ Common Stock or Founder Non-Voting Preferred Stock (10,117,775 underlying) - Conversion
Founder Non-Voting Preferred Stock
2025-09-12−6,739,201→ 0 total(indirect: By Spouse)→ Common Stock or Founder Voting Preferred Stock (6,739,201 underlying) - Conversion
Founder Non-Voting Preferred Stock
2025-09-12−10,117,775→ 0 total→ Common Stock or Founder Voting Preferred Stock (10,117,775 underlying) - Tax Payment
Common Stock
2025-09-18$14.00/sh−27,407$383,698→ 97,593 total(indirect: By Spouse) - Conversion
Founder Voting Preferred Stock
2025-09-12+6,739,201→ 7,115,543 total(indirect: By Spouse)→ Common Stock or Founder Non-Voting Preferred Stock (6,739,201 underlying)
Holdings
- 41,817,539(indirect: By Trust)
Founder Non-Voting Preferred Stock
→ Common Stock or Founder Voting Preferred Stock (41,817,539 underlying) - 27,176,014(indirect: By Trust)
Founder Non-Voting Preferred Stock
→ Common Stock or Founder Voting Preferred Stock (27,176,014 underlying)
Footnotes (14)
- [F1]Immediately prior to the completion of the Issuer's initial public offering of Series A Common Stock (the "Offering"), each share of Common Stock shall be reclassified into one share of Series A Common Stock.
- [F10]Each share of Founder Non-Voting Preferred Stock converted into one share of Founder Voting Preferred Stock at the option of the holder.
- [F11]Immediately prior to the completion of the Offering, each share of Founder Voting Preferred Stock shall be reclassified into a number of shares of Series B Common Stock, after giving effect to the Founder Preferred Stock Adjustments.
- [F12]Pursuant to the Pre-IPO Charter, each share of Founder Voting Preferred Stock is convertible into, subject to the Founder Preferred Stock Adjustments, (i) one share of Common Stock or (ii) one share of Founder Non-Voting Preferred Stock, at any time at the option of the holder.
- [F13]These shares are owned directly by the Wright Irrevocable Trust dated December 5, 2019, of which David K. Wright and his spouse, Melanie Alder, are trustees. Each of David K. Wright and Melanie Alder disclaims beneficial ownership of these securities, except to the extent, if any, of their pecuniary interest therein, and the filing of this Form 4 is not an admission that any person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
- [F14]These shares are owned directly by the Alder Irrevocable Trust dated December 5, 2019, of which David K. Wright and his spouse, Melanie Alder, are trustees. Each of David K. Wright and Melanie Alder disclaims beneficial ownership of these securities, except to the extent, if any, of their pecuniary interest therein, and the filing of this Form 4 is not an admission that any person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
- [F2]Represents shares of Common Stock withheld by the Issuer in satisfaction of tax withholding obligations in connection with the vesting of restricted stock units previously granted to David K. Wright.
- [F3]Represents shares of Common Stock withheld by the Issuer in satisfaction of tax withholding obligations in connection with the vesting of restricted stock units previously granted to Melanie Alder.
- [F4]David K. Wright's spouse, Melanie Alder, is a director and the Chief Strategy Officer of the Issuer.
- [F5]Immediately prior to the completion of the Offering, each share of Founder Non-Voting Preferred Stock shall be reclassified into a number of shares of Series A Common Stock, after giving effect to the Founder Preferred Stock Adjustments (as defined below).
- [F6]Pursuant to the Issuer's amended and restated certificate of incorporation as in effect as of the transaction date (the "Pre-IPO Charter"), each share of Founder Non-Voting Preferred Stock is convertible into, subject to the Founder Preferred Stock Adjustments, (i) one share of Common Stock or (ii) in contemplation of an Offering, one share of Founder Voting Preferred Stock, at any time at the option of the holder.
- [F7]Immediately prior to the completion of the Offering, pursuant to the terms of the Pre-IPO Charter, all outstanding shares of Series B Preferred Stock shall automatically convert into a number of shares of Common Stock, after giving effect to certain anti-dilution adjustments dependent on the Offering price. Each share of Series B Preferred Stock shall convert into a number of shares of Series A Common Stock determined by dividing the original issue price of such share by the lesser of (a) the original issue price of such share (subject to certain anti-dilution adjustments) and (b) 50% of the Offering price per share in the Offering (the "Series B Preferred Special Conversion Ratio").
- [F8](Continued) If application of the Series B Preferred Special Conversion Ratio would dilute the Founder Voting Preferred Stock and the Founder Non-Voting Preferred Stock (collectively, the "Founder Preferred Stock") by more than 3.33%, the Pre-IPO Charter provides for an increase in the number of shares of Common Stock issuable upon conversion of the Founder Preferred Stock (including the Series A Common Stock and Series B Common Stock issuable in the reclassification of the Founder Preferred Stock) such that the dilution to the Founder Preferred Stock will be capped at 3.33%; however, no adjustment will be made for any incremental dilution that exceeds 9.00% (the "Founder Preferred Stock Adjustments"). The shares of Founder Preferred Stock have no expiration date.
- [F9]This transaction occurred prior to the Offering and is being reported on Form 4 solely for purposes of compliance with Rule 16a-2(a) under the Securities Exchange Act of 1934, as amended. The securities covered by such transaction were previously included on the Reporting Person's Form 3.
Documents
Issuer
Pattern Group Inc.
CIK 0001811935
Entity typeother
Related Parties
1- filerCIK 0002085981
Filing Metadata
- Form type
- 4
- Filed
- Sep 21, 8:00 PM ET
- Accepted
- Sep 22, 9:47 PM ET
- Size
- 30.5 KB