4//SEC Filing
Galletti Salvatore 4
Accession 0001213900-20-038224
CIK 0001741231other
Filed
Nov 18, 7:00 PM ET
Accepted
Nov 19, 4:05 PM ET
Size
13.1 KB
Accession
0001213900-20-038224
Insider Transaction Report
Form 4
Galletti Salvatore
DirectorPresident and CEO10% Owner
Transactions
- Exercise/Conversion
Common Stock
2020-11-17+4,287,500→ 32,045,057 total - Exercise/Conversion
Common Stock
2020-11-17+87,500→ 653,981 total(indirect: See footnote) - Exercise/Conversion
Earnout Right
2020-11-17−4,287,500→ 0 totalExp: 2023-10-15→ Common Stock (4,287,500 underlying) - Exercise/Conversion
Earnout Right
2020-11-17−87,500→ 0 total(indirect: See footnote)Exp: 2023-10-15→ Common Stock (87,500 underlying)
Footnotes (3)
- [F1]The 4,287,500 shares of Common Stock of the Issuer reported on this Form 4 were released from escrow and distributed to Mr. Galletti pursuant that certain 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, Myjojo, Inc., a Delaware corporation ("Ittella Parent"), and Salvatore Galletti, in his capacity as the holder representative, as amended ("Merger Agreement"). The number of shares issuable pursuant to the foregoing right was determined, and Mr. Galletti's right to receive these shares subject to the Merger Agreement became fixed and irrevocable, on October 15, 2020, the closing date of the business combination.
- [F2](Continued from Footnote 1) The references to 4,375,000 shares in line 1 of Table II and footnote 3 of Mr. Galletti's Form 4 filed on October 19, 2020 were inadvertent and this Form 4 hereby corrects and amends these references to 4,287,500 shares.
- [F3]The 87,500 shares of Common Stock of the Issuer reported on this Form 4 were released from escrow and distributed to Project Lily, LLC ("Project Lily") pursuant to the Merger Agreement. The number of shares issuable pursuant to the foregoing right was determined, and Project Lily's right to receive these shares subject to the Merger Agreement became fixed and irrevocable, on October 15, 2020, the closing date of the business combination. 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.
Documents
Issuer
Tattooed Chef, Inc.
CIK 0001741231
Entity typeother
Related Parties
1- filerCIK 0001821515
Filing Metadata
- Form type
- 4
- Filed
- Nov 18, 7:00 PM ET
- Accepted
- Nov 19, 4:05 PM ET
- Size
- 13.1 KB