4//SEC Filing
Arel Emilie 4
Accession 0001598674-22-000035
CIK 0001598674other
Filed
Jan 25, 7:00 PM ET
Accepted
Jan 26, 5:00 PM ET
Size
386.1 KB
Accession
0001598674-22-000035
Insider Transaction Report
Form 4
Arel Emilie
CCO & President
Transactions
- Disposition to Issuer
Common Stock
2022-01-25$6.90/sh−338,632$2,336,561→ 0 total - Disposition to Issuer
Common Stock
2022-01-25$6.90/sh−129,562$893,978→ 338,632 total - Disposition to Issuer
Stock Option
2022-01-25−570,000→ 0 totalExercise: $19.65Exp: 2029-07-18→ Common Stock (570,000 underlying)
Footnotes (5)
- [F1]Prior to the merger of Merlin Merger Sub, Inc. ("Merger Sub") with and into Casper Sleep Inc. (the "Issuer") (the "Merger") contemplated by the Agreement and Plan of Merger, dated as of November 14, 2021 (the "Merger Agreement"), by and among the Issuer, Marlin Parent, Inc. and Merger Sub, the Reporting Person contributed 129,562 shares of the Issuer's common stock to a limited partnership affiliated with Durational Capital Management, LP in exchange for units of the limited partnership. The Issuer shares were valued at $6.90 per share, which is the amount equal to the Merger Consideration (as defined below).
- [F2]Reflects disposition in connection with the consummation of the transactions contemplated by the Merger Agreement. On January 25, 2022, upon the closing of the Merger, each share of common stock of the Issuer, par value $0.000001 per share, was cancelled and automatically converted into the right to receive an amount in cash equal to $6.90 (the "Merger Consideration"), without interest, subject to applicable withholding taxes.
- [F3]In accordance with the Merger Agreement, each restricted stock unit award ("RSU Award") of the Issuer outstanding immediately prior to the effective time of the Merger (whether vested or unvested) was cancelled and converted into the right to receive an amount in cash, subject to applicable withholding taxes, equal to the Merger Consideration multiplied by the number of shares of Issuer common stock subject to such RSU Award.
- [F4]The option provided for vesting as to 25% of the shares on July 15, 2020 and (i) in 36 monthly installments of 10,625 shares thereafter until July 15, 2023 and (ii) in 12 monthly installments of 3,750 shares thereafter until July 15, 2024.
- [F5]In accordance with the Merger Agreement, each option to acquire common stock of the Issuer that was unvested or had a per share exercise price equal to or greater than the Merger Consideration was cancelled for no consideration as of the effective time of the Merger.
Documents
Issuer
Casper Sleep Inc.
CIK 0001598674
Entity typeother
Related Parties
1- filerCIK 0001791887
Filing Metadata
- Form type
- 4
- Filed
- Jan 25, 7:00 PM ET
- Accepted
- Jan 26, 5:00 PM ET
- Size
- 386.1 KB