4//SEC Filing
Gay Daniel 4
Accession 0001628280-25-042682
CIK 0001811935other
Filed
Sep 23, 8:00 PM ET
Accepted
Sep 24, 9:19 PM ET
Size
25.4 KB
Accession
0001628280-25-042682
Insider Transaction Report
Form 4
Gay Daniel
Director
Transactions
- Other
Common Stock
2025-09-22−1,118,588→ 0 total(indirect: By LLC) - Sale
Series A Common Stock
2025-09-22$13.02/sh−1,010,887$13,161,749→ 2,898,506 total(indirect: By LLC) - Conversion
Series A Preferred Stock
2025-09-22−3,909,393→ 0 total(indirect: By LLC)→ Common Stock (3,909,393 underlying) - Other
Common Stock
2025-09-22−3,909,393→ 0 total(indirect: By LLC) - Sale
Series A Common Stock
2025-09-22$13.02/sh−289,113$3,764,251→ 829,475 total(indirect: By LLC) - Conversion
Series A Preferred Stock
2025-09-22−61,854→ 0 total(indirect: By LLC)→ Common Stock (61,854 underlying) - Conversion
Common Stock
2025-09-22+3,909,393→ 3,909,393 total(indirect: By LLC) - Other
Series A Common Stock
2025-09-22+3,909,393→ 3,909,393 total(indirect: By LLC) - Conversion
Common Stock
2025-09-22+1,118,588→ 1,118,588 total(indirect: By LLC) - Other
Series A Common Stock
2025-09-22+11,185,888→ 1,118,588 total(indirect: By LLC) - Conversion
Series B Preferred Stock
2025-09-22−434,663→ 0 total(indirect: By LLC)→ Common Stock (1,056,734 underlying)
Footnotes (6)
- [F1]Pursuant to a reclassification exempt under Rule 16b-7 of the Securities Exchange Act of 1934, as amended, each share of Common Stock, $0.001 par value per share ("Common Stock"), was reclassified into one share of Series A Common Stock, $0.001 par value per share ("Series A Common Stock"), immediately prior to the completion of the Issuer's initial public offering of Series A Common Stock (the "Offering").
- [F2]Each share of Series A Preferred Stock converted into one share of Common Stock on a one-for-one basis immediately prior to the completion of the Offering. The shares of Series A Preferred Stock had no expiration date.
- [F3]These shares are owned directly by KSV Pattern, LLC ("KSV Pattern"). The managing member of KSV Pattern is KS Global Innovation Partners LLC ("KS Global"), and the member of KS Global is K12 Investments, LLC ("K12 Investments"). The Reporting Person is a member of K12 Investments. The Reporting Person disclaims beneficial ownership of these securities, except to the extent, if any, of his pecuniary interest therein, and the filing of this Form 4 is not an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
- [F4]The shares were sold in the Offering pursuant to an underwriting agreement by and among the Issuer, the representatives of the underwriters and the selling stockholders named therein, dated September 18, 2025. The price of $13.02 represents the $14.00 Offering price per share of Series A Common Stock of the Issuer less the underwriting discounts and commissions of $0.98 per share, for shares sold to the underwriters pursuant to the Offering.
- [F5]These shares are owned directly by KSV Pattern II, LLC ("KSV Pattern II). The managing member of KSV Pattern II is KS Global, and the member of KS Global is K12 Investments. The Reporting Person is a member of K12 Investments. The Reporting Person disclaims beneficial ownership of these securities, except to the extent, if any, of his pecuniary interest therein, and the filing of this Form 4 is not an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
- [F6]The shares of Series B Preferred Stock converted on a one-for-2.431157114 basis into shares of Common Stock immediately prior to the completion of the Offering. The shares of Series B Preferred Stock had no expiration date.
Documents
Issuer
Pattern Group Inc.
CIK 0001811935
Entity typeother
Related Parties
1- filerCIK 0002085229
Filing Metadata
- Form type
- 4
- Filed
- Sep 23, 8:00 PM ET
- Accepted
- Sep 24, 9:19 PM ET
- Size
- 25.4 KB