4//SEC Filing
DD3 Sponsor Group, LLC 4
Accession 0001829126-21-015176
CIK 0001828957other
Filed
Nov 29, 7:00 PM ET
Accepted
Nov 30, 9:50 PM ET
Size
15.6 KB
Accession
0001829126-21-015176
Insider Transaction Report
Form 4
DD3 Sponsor Group, LLC
10% Owner
Transactions
- Sale
Class B common stock
2021-11-30$0.01/sh−1,212,500$10,549→ 1,912,500 total→ Class A common stock (1,212,500 underlying) - Other
Warrant
2021-11-30−148,000→ 0 totalExercise: $11.50From: 2021-12-30Exp: 2026-11-30→ Class A common stock (148,000 underlying) - Conversion
Class A common stock
2021-11-30+1,912,500→ 2,208,500 total - Conversion
Class B common stock
2021-11-30−1,912,500→ 0 total→ Class A common stock (1,912,500 underlying) - Other
Class A common stock
2021-11-30−2,208,500→ 0 total
Footnotes (6)
- [F1]Represents shares of Class B common stock of Codere Online U.S. Corp. (f/k/a DD3 Acquisition Corp. II) (the "Issuer") that converted into shares of Class A common stock of the Issuer in connection with the consummation of the business combination (the "Business Combination") pursuant to that certain Business Combination Agreement, dated as of June 21, 2021, by and among the Issuer, Codere Newco, S.A.U., Servicios de Juego Online S.A.U., Codere Online Luxembourg, S.A. ("Holdco") and Codere Online U.S. Corp.
- [F2]The securities are held directly by DD3 Sponsor Group, LLC (the "Sponsor") and indirectly by Jorge Combe as manager of the Sponsor. Certain of the Issuer's former directors and officers hold economic interests in the Sponsor and pecuniary interests in certain of the securities held by the Sponsor. Each of Mr. Combe and such former directors and officers disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
- [F3]Disposed of in exchange for ordinary shares of Holdco ("Ordinary Shares") in connection with the consummation of the Business Combination.
- [F4]The shares of Class B common stock were automatically convertible into shares of Class A common stock at the time of the Issuer's business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment as set forth in the Issuer's registration statement on Form S-1 (File No. 333-250212), and had no expiration date.
- [F5]Represents shares of Class B common stock sold by the Sponsor at their original purchase price in connection with the consummation of the Business Combination.
- [F6]Represents warrants underlying private units acquired by the Sponsor in connection with the Issuer's initial public offering, which warrants were converted into warrants of Holdco to purchase Ordinary Shares, at an exercise price of $11.50 per share, in connection with the consummation of the Business Combination.
Documents
Issuer
Codere Online U.S. Corp.
CIK 0001828957
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001834325
Filing Metadata
- Form type
- 4
- Filed
- Nov 29, 7:00 PM ET
- Accepted
- Nov 30, 9:50 PM ET
- Size
- 15.6 KB