4//SEC Filing
Galletti Salvatore 4
Accession 0001213900-20-032172
CIK 0001741231other
Filed
Oct 18, 8:00 PM ET
Accepted
Oct 19, 9:44 PM ET
Size
24.2 KB
Accession
0001213900-20-032172
Insider Transaction Report
Form 4
Galletti Salvatore
DirectorPresident and CEO10% Owner
Transactions
- Award
Common Stock
2020-10-15+27,757,557→ 27,757,557 total - Award
Earnout Right
2020-10-15+4,375,000→ 4,375,000 totalExp: 2023-10-15→ Common Stock (4,375,000 underlying) - Award
Earnout Right
2020-10-15+87,500→ 87,500 total(indirect: See footnote)Exp: 2023-10-15→ Common Stock (87,500 underlying) - Award
Common Stock
2020-10-15+566,481→ 566,481 total(indirect: See footnote)
Footnotes (4)
- [F1]Received in exchange for 8,065 shares of common stock of Myjojo, Inc. ("Ittella Parent"), pursuant to the Agreement and Plan of Merger, dated as of June 11, 2020, by and among Forum Merger II Corporation ("Forum") (upon consummation of the business combination, the surviving "Issuer" as renamed "Tattooed Chef, Inc."), Sprout Merger Sub, Inc., a wholly owned subsidiary of Forum, Ittella Parent, and Salvatore Galletti, in his capacity as the holder representative, as amended ("Merger Agreement").
- [F2]Represents shares held by Project Lily, LLC ("Project Lily"), which were received pursuant to the Merger Agreement in exchange for 165 shares of common stock of Ittella Parent held by Project Lily. Mr. Galletti is the sole manager of Project Lily and has sole voting and dispositive control over the shares held by Project Lily. The reporting person expressly disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed to be an admission of beneficial ownership of the reported shares for purposes of Section 16 or for any other purpose.
- [F3]On October 15, 2020 (the "Closing Date"), Mr. Galletti received the right to acquire 4,375,000 shares of the Issuer's Common Stock pursuant to the Merger Agreement. An amount equal to half of these shares will be released from escrow if the price per share of the Issuer on any 20 trading days in any 30 day trading period equals or exceeds (i) $12.00 or (ii) $14.00, respectively. If the Issuer consummates a change of control, any shares not previously released will be made payable to Mr. Galletti. Any shares not eligible to be released within 3 years of the Closing Date will be forfeited and canceled. Mr. Galletti has the power to direct the Issuer to vote these shares prior to their release from escrow.
- [F4]On the Closing Date, Project Lily received the right to acquire 87,500 shares of the Issuer's Common Stock pursuant to the Merger Agreement. An amount equal to half of these shares will be released from escrow if the price per share of the Issuer on any 20 trading days in any 30 day trading period equals or exceeds (i) $12.00 or (ii) $14.00, respectively. If the Issuer consummates a change of control, any shares not previously released will be made payable to Project Lily. Any shares not eligible to be released within 3 years of the Closing Date will be forfeited and canceled. Mr. Galletti has the power to direct the Issuer to vote these shares prior to their release from escrow. The reporting person expressly disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed to be an admission of beneficial ownership of the reported shares for purposes of Section 16 or for any other purpose.
Issuer
Tattooed Chef, Inc.
CIK 0001741231
Entity typeother
Related Parties
1- filerCIK 0001821515
Filing Metadata
- Form type
- 4
- Filed
- Oct 18, 8:00 PM ET
- Accepted
- Oct 19, 9:44 PM ET
- Size
- 24.2 KB