4//SEC Filing
Johnson Kurt G 4
Accession 0001912037-25-000005
CIK 0000933136other
Filed
Oct 2, 8:00 PM ET
Accepted
Oct 3, 4:42 PM ET
Size
11.0 KB
Accession
0001912037-25-000005
Insider Transaction Report
Form 4
Johnson Kurt G
EVP & Chief Financial Officer
Transactions
- Other
Common Stock
2025-10-01−54,226→ 24,685 total - Other
Common Stock
2025-10-01−24,685→ 0 total - Other
Performance Stock Units
2025-10-01−47,742→ 0 total→ Common Stock (47,742 underlying)
Footnotes (3)
- [F1]Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of March 31, 2025, by and among Rocket Companies, Inc. ("Rocket"), Maverick Merger Sub, Inc. ("Maverick Merger Subsidiary"), Maverick Merger Sub 2, LLC ("Forward Merger Subsidiary") and Issuer, Maverick Merger Subsidiary was merged with and into Issuer, with Issuer as the surviving corporation (the "Maverick Merger"), and, immediately following the effective time of the Maverick Merger (the "Maverick Effective Time"), Issuer was merged with and into Forward Merger Subsidiary, with Forward Merger Subsidiary as the surviving company. At the Maverick Effective Time, each share of Issuer's common stock issued and outstanding immediately prior to the Maverick Effective Time (other than certain cancelled shares) was converted into the right to receive 11 shares (the "Exchange Ratio") of Class A common stock, par value $0.00001, of Rocket ("Rocket Stock"), and cash in lieu of fractional shares.
- [F2]Represents a restricted stock unit ("RSU") award to the Reporting Person pursuant to Issuer's 2019 Omnibus Incentive Plan and is subject to the terms and conditions of the award agreement. Each RSU represents a contingent right to receive one share of Issuer's Common Stock.
- [F3]Pursuant to the Merger Agreement, at the effective time of the Maverick Effective Time, each outstanding RSU award granted by Issuer, including each performance-based RSU award, was converted into a time-based RSU award in respect of shares of Rocket Stock on the same vesting terms and conditions as were applicable to such award immediately prior to the Maverick Effective Time (achievement of performance conditions for performance-based RSU awards was determined prior to the Maverick Effective Time by the Compensation Committee of the Board of Directors of Issuer pursuant to the applicable equity plan and award agreements), with the number of shares of Rocket Stock determined by multiplying (x) the number of shares of Issuer's common stock subject to such RSU award immediately prior to the effective time of the Maverick Merger by (y) the Exchange Ratio.
Documents
Issuer
Maverick Merger Sub 2, LLC
CIK 0000933136
Entity typeother
Related Parties
1- filerCIK 0001912037
Filing Metadata
- Form type
- 4
- Filed
- Oct 2, 8:00 PM ET
- Accepted
- Oct 3, 4:42 PM ET
- Size
- 11.0 KB