4//SEC Filing
NGP Switchback II, LLC 4
Accession 0000899243-21-043107
CIK 0001861449other
Filed
Nov 3, 8:00 PM ET
Accepted
Nov 4, 8:28 PM ET
Size
13.2 KB
Accession
0000899243-21-043107
Insider Transaction Report
Form 4
NGP Switchback II, LLC
10% Owner
Transactions
- Conversion
Class A Common Stock
2021-11-04+7,826,250→ 7,826,250 total(indirect: See Footnotes) - Conversion
Class B Common Stock
2021-11-04−7,826,250→ 0 total(indirect: See Footnotes)→ Class A Common Stock (7,826,250 underlying) - Award
Private Placement Warrants
2021-11-04$1.50/sh+6,550,000$9,825,000→ 6,550,000 total(indirect: See Footnotes)Exercise: $11.50→ Class A Common Stock (6,550,000 underlying)
Footnotes (7)
- [F1]In connection with the closing of the business combination (the "Business Combination") between Switchback II Corporation ("Switchback"), Maverick Merger Sub Inc., Bird Rides, Inc. and the Issuer on November 4, 2021, the Reporting Person's shares of Class B Common Stock automatically converted into shares of the Issuer's Class A Common Stock on a one-for-one basis.
- [F2]NGP Switchback II, LLC (the "Sponsor") is the record holder of the shares reported herein. Scott McNeill and Jim Mutrie are managers and co-chief executive officers of the Sponsor. Chris Carter, Philip J. Deutch, Scott Gieselman and Sam Stoutner are managers of the Sponsor. As such, Messrs. McNeill, Mutrie, Carter, Deutch, Gieselman and Stoutner may be deemed to have or share beneficial ownership of the securities held directly by the Sponsor.
- [F3]NGP XII US Holdings, L.P. indirectly owns a majority of the limited liability company interests of the Sponsor through its wholly-owned subsidiary, NGP ETP III Investments, LLC and NGP ETP III Investments, LLC's majority-owned subsidiary, NGP Energy Technology Partners III, LLC. NGP XII Holdings GP, L.L.C. is the sole general partner of NGP XII US Holdings, L.P., and NGP Natural Resources XII, L.P. is the sole member of NGP XII Holdings GP, L.L.C. G.F.W. Energy XII, L.P. is the sole general partner of NGP Natural Resources XII, L.P., and GFW XII, L.L.C. is the sole general partner of G.F.W. Energy XII, L.P. GFW XII, L.L.C. has delegated full power and authority to manage NGP XII US Holdings, L.P. to NGP Energy Capital Management, L.L.C.
- [F4]Chris Carter, Craig Glick and Jill Lampert serve on the Executive Committee of NGP Energy Capital Management, L.L.C. Accordingly, each of NGP XII US Holdings, L.P., NGP XII Holdings GP, L.L.C., NGP Natural Resources XII, L.P., G.F.W. Energy XII, L.P., GFW XII, L.L.C., NGP ETP III Investments, LLC, NGP Energy Capital Management, L.L.C., Chris Carter, Craig Glick and Jill Lampert may be deemed to have or share beneficial ownership of the securities held directly by the Sponsor.
- [F5]The shares of Class B Common Stock are convertible into shares of Class A Common Stock of the Issuer on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, and have no expiration date.
- [F6]The warrants will become exercisable on the later of 30 days after the completion of the Business Combination and 12 months from the closing of Switchback's initial public offering. The warrants will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation, as described in the prospectus for Switchback's initial public offering.
- [F7]Includes 5,550,000 private placement warrants issued to the Sponsor in connection with Switchback's initial public offering and 1,000,000 private warrants issued to the Sponsor upon exercise of its right to convert a $1,500,000 principal amount of working capital loans made by the Sponsor to Switchback at a price of $1.50.
Documents
Issuer
Bird Global, Inc.
CIK 0001861449
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001829712
Filing Metadata
- Form type
- 4
- Filed
- Nov 3, 8:00 PM ET
- Accepted
- Nov 4, 8:28 PM ET
- Size
- 13.2 KB