4//SEC Filing
Speyer Robert J. 4
Accession 0000899243-21-022602
CIK 0001826000other
Filed
Jun 7, 8:00 PM ET
Accepted
Jun 8, 7:05 PM ET
Size
18.6 KB
Accession
0000899243-21-022602
Insider Transaction Report
Form 4
Latch, Inc.LTCH
Speyer Robert J.
DirectorChief Executive Officer10% Owner
Transactions
- Award
Common Stock
2021-06-04+217,631→ 217,631 total(indirect: By Innovation Club Latch Holding, L.L.C.) - Award
Private Placement Warrants
2021-06-04$1.50/sh+5,333,334$8,000,001→ 5,333,334 total(indirect: By TS Innovation Acquisitions Sponsor, L.L.C.)Exercise: $11.50→ Common Stock (5,333,334 underlying) - Exercise/Conversion
Common Stock
2021-06-04+7,380,000→ 7,380,000 total(indirect: By TS Innovation Acquisitions Sponsor, L.L.C.) - Exercise/Conversion
Class B Common Stock
2021-06-04−7,380,000→ 0 total(indirect: By TS Innovation Acquisitions Sponsor, L.L.C.)→ Class A Common Stock
Footnotes (6)
- [F1]10% of such shares are subject to vesting if the VWAP of the Issuer's shares of Common Stock equals or exceeds $14.00 for any 20 trading days within a 30 trading day period on or prior to the fifth anniversary of the business combination (the "Business Combination") of TS Innovation Acquisitions Corp. and Latch, Inc. ("Legacy Latch"). In the event the Issuer enters into a binding agreement on or before such date related to certain sale transactions involving the shares of Common Stock or all or substantially all of its assets, all unvested shares shall vest on the day prior to the closing of such sale if the per share price implied in such sale meets or exceeds $14.00.
- [F2]The Issuer's shares of Class B common stock, par value $0.0001 per share, were automatically converted into shares of Class A common stock, par value $0.0001 per share, of the Issuer at the time of the closing of the Business Combination, on a one-for-one basis.
- [F3]On June 4, 2021, the Issuer consummated the Business Combination. Pursuant to the Business Combination, each share of Legacy Latch outstanding common and preferred stock was automatically converted into the right to receive shares of the Issuer's Common Stock based on a 1-to-0.8971 conversion ratio.
- [F4]The sole manager of TS Innovation Acquisitions Sponsor, L.L.C. is Tishman Speyer Properties, L.P. The general partner of Tishman Speyer Properties, L.P. is Tishman Speyer Properties, Inc. The Reporting Person is a co-trustee of a voting trust that holds all voting common stock in Tishman Speyer Properties, Inc. and therefore may be deemed to share voting and investment power with respect to the securities reported herein. The Reporting Person disclaims any beneficial ownership of such securities, except to the extent of any pecuniary interest therein.
- [F5]Speyer GP Holdings, LLC is the general partner of Madison Rock Investment, LP, which is the managing member of Innovation Club Latch Holding, L.L.C. The Reporting Person is a managing member of Speyer GP Holdings, LLC. As a result, the Reporting Person may be deemed to share beneficial ownership over the shares held by Innovation Club Latch Holding, L.L.C., but disclaims beneficial ownership except to the extent of any pecuniary interests therein.
- [F6]The private placement warrants were purchased by TS Innovation Acquisitions Sponsor, L.L.C. on November 9, 2020. Each private placement warrant is exercisable to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment, becomes exercisable 12 months after the closing of the TS Innovation Acquisitions Corp.'s initial public offering on November 13, 2020, and expires five years after the completion of the Business Combination or earlier upon redemption or liquidation.
Issuer
Latch, Inc.
CIK 0001826000
Entity typeother
Related Parties
1- filerCIK 0001830172
Filing Metadata
- Form type
- 4
- Filed
- Jun 7, 8:00 PM ET
- Accepted
- Jun 8, 7:05 PM ET
- Size
- 18.6 KB