4//SEC Filing
Hoesterey Brian R 4
Accession 0001209191-23-050425
CIK 0001839998other
Filed
Sep 21, 8:00 PM ET
Accepted
Sep 22, 6:29 PM ET
Size
14.1 KB
Accession
0001209191-23-050425
Insider Transaction Report
Form 4
AEA GROWTH EQUITY FUND LP
10% Owner
Transactions
- Award
Series A Convertible Preferred Stock
2023-09-20+4,831,463→ 4,831,463 total(indirect: Held through AEA Growth Equity Fund LP)Exercise: $10.00→ Class A Common Stock (4,831,463 underlying) - Award
Series A Convertible Preferred Stock
2023-09-20+1,820,147→ 1,820,147 total(indirect: Held through AEA Growth Equity Fund (Parallel) LP)Exercise: $10.00→ Class A Common Stock (1,820,147 underlying)
AEA GROWTH EQUITY FUND (PARALLEL) LP
10% Owner
Transactions
- Award
Series A Convertible Preferred Stock
2023-09-20+4,831,463→ 4,831,463 total(indirect: Held through AEA Growth Equity Fund LP)Exercise: $10.00→ Class A Common Stock (4,831,463 underlying) - Award
Series A Convertible Preferred Stock
2023-09-20+1,820,147→ 1,820,147 total(indirect: Held through AEA Growth Equity Fund (Parallel) LP)Exercise: $10.00→ Class A Common Stock (1,820,147 underlying)
Hoesterey Brian R
10% Owner
Transactions
- Award
Series A Convertible Preferred Stock
2023-09-20+4,831,463→ 4,831,463 total(indirect: Held through AEA Growth Equity Fund LP)Exercise: $10.00→ Class A Common Stock (4,831,463 underlying) - Award
Series A Convertible Preferred Stock
2023-09-20+1,820,147→ 1,820,147 total(indirect: Held through AEA Growth Equity Fund (Parallel) LP)Exercise: $10.00→ Class A Common Stock (1,820,147 underlying)
Footnotes (6)
- [F1]On September 20, 2023, the date of the closing of the transactions contemplated by that certain Third Amended and Restated Business Combination Agreement (the "Closing Date" and such closing, the "Closing"), and immediately prior to the Closing, each outstanding Class C Unit of American Oncology Network, LLC ("AON LLC") held by GEF AON Holdings Cop. ("GEF") was exchanged for one Series A Preferred Unit of AON LLC. On the Closing Date and following the adoption of the Second Amended and Restated Certificate of Incorporation of the Issuer and the filing of the Certificates of Designation of the Issuer, DTOC Merger Sub, Inc. merged with and into GEF and the Issuer issued to the Reporting Persons 6,651,610 shares of Series A Preferred Stock of the Issuer (the "Preferred Stock") in exchange for all the shares of Class A Common Stock of GEF held by the Reporting Persons (the "First Merger").
- [F2]Each share of the Preferred Stock is convertible, in whole or in part, into one share of Class A Common Stock of the Issuer (based on an initial conversion price of $10.00 per share, which is subject to adjustment upon the occurrence of certain events, the "Conversion Price") at any time, at the Reporting Person's election. The number of shares of the Issuer's Class A Common Stock received per share of Preferred Stock upon conversion equals the sum of (A) $10.00 (as adjusted upon the occurrence of certain events) and (B) any accrued, unpaid annual dividends, divided by the Conversion Price, with cash in-lieu of fractional shares.
- [F3]The Preferred Stock is perpetual and therefore has no expiration date.
- [F4]These securities are directly held by AEA Growth Equity Fund LP, the general partner of which is AEA Growth Equity Partners LP.
- [F5]AEA Growth Equity GP LLC is the general partner of AEA Growth Equity Partners LP. The sole member of AEA Growth Equity GP LLC is AEA Management UGP LLC, the managing member of which is Brian Hoesterey.
- [F6]These securities are directly held by AEA Growth Equity Fund (Parallel) LP, the general partner of which is AEA Growth Equity Partners LP.
Documents
Issuer
American Oncology Network, Inc.
CIK 0001839998
Entity typeother
Related Parties
1- filerCIK 0001675264
Filing Metadata
- Form type
- 4
- Filed
- Sep 21, 8:00 PM ET
- Accepted
- Sep 22, 6:29 PM ET
- Size
- 14.1 KB