de Jong Brent 4
4 · Kalera Public Ltd Co · Filed Feb 7, 2023
Insider Transaction Report
Form 4
de Jong Brent
Director
Transactions
- Other
Convertible Loan Agreement
2022-08-22+7,692,307→ 7,692,307 total(indirect: See Footnote)Exercise: $0.13From: 2023-01-23Exp: 2024-03-08→ Common Stock (7,692,307 underlying) - Purchase
Common Stock
2022-10-31$0.13/sh+3,840,000$499,200→ 5,636,875 total(indirect: See Footnote) - Other
Class A Warrants
2022-10-31+7,680,000→ 7,680,000 total(indirect: See Footnote)Exercise: $0.13From: 2022-10-31Exp: 2027-10-31→ Common Stock (7,680,000 underlying)
Holdings
- 51,653
Common Stock (Restricted Stock Units)
Footnotes (5)
- [F1]Held by DJCAAC LLC. Brent de Jong is sole managing member of DJCAAC LLC and has voting and investment discretion with respect to the ordinary shares held of record by DJCAAC LLC. Mr. de Jong disclaims any beneficial ownership of any shares held by DJCAAC LLC, except to the extent of his pecuniary interest therein.
- [F2]The class A warrants were obtained together with the Common Stock on 10/31/2022, for no additional consideration, as part of units each consisting of one (1) ordinary share of the Company, with an offering price of $0.13 per share, and two (2) class A warrants.
- [F3]Pursuant to the terms of the class A warrants, Mr de Jong has opted for a 4.99% blocker, pursuant to which he cannot exercise such warrants if that would bring his total beneficial ownership of the Company above 4.99% of the Company's total outstanding shares.
- [F4]The Reporting Person made a loan of $1,000,000 to the Issuer under a convertible loan agreement, giving the Reporting Person a right to convert such amount to common stock of the Issuer for a strike price of $0.13 per share (as adjusted following the public offering that closed on October 31, 2022). The loan has a current maturity of March 08, 2024.
- [F5]Share counts and prices included in this Form 4 do not account for the 100-for-1 reverse stock split approved by the shareholders of the Company on December 22, 2022 and effective as of December 23, 2022, because the transactions being reported on this Form 4 preceded the effectiveness of the reverse stock split.