Filing Details
- Accession Number:
- 0001209191-23-049936
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2023-09-19 16:15:44
- Reporting Period:
- 2023-09-15
- Accepted Time:
- 2023-09-19 16:15:44
- SEC Url:
- Form 4 Filing
Issuer
| Cik | Name | Symbol | Sector (SIC) | IRS No |
|---|---|---|---|---|
| 1820144 | Grindr Inc. | GRND | Services-Computer Programming, Data Processing, Etc. (7370) | 000000000 |
Insiders
| Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
|---|---|---|---|---|---|---|---|
| 1833678 | Iii Raymond George Zage | C/O Grindr Inc. 750 N. San Vicente Blvd. Ste Re1400 West Hollywood CA 90069 | Yes | No | Yes | No |
Reported Non-Derivative Transactions
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock, Par Value $0.0001 Per Share | Disposition | 2023-09-15 | 663,480 | $0.63 | 72,278,806 | No | 4 | S | Indirect | By Tiga SVH Investments Ltd. |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | S | Indirect | By Tiga SVH Investments Ltd. |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Common Stock | Guaranteed Exchangeable Note (Initial Issue) | Acquisiton | 2023-09-15 | 0 | $1,474,031.76 | 196,276 | $7.51 |
| Common Stock | Guaranteed Exchangeable Note (Second Issue) | Acquisiton | 2023-09-15 | 0 | $1,526,169.16 | 228,127 | $6.69 |
| Common Stock | Guaranteed Exchangeable Note (Third Issue) | Acquisiton | 2023-09-15 | 0 | $813,407.07 | 125,914 | $6.46 |
| Common Stock | Warrants (right to buy) | Disposition | 2023-09-15 | 1,800,320 | $0.80 | 1,800,320 | $11.50 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 0 | 2024-03-30 | No | 4 | P | Indirect | |
| 0 | 2024-03-30 | No | 4 | P | Indirect | |
| 0 | 2024-03-30 | No | 4 | P | Indirect | |
| 703,442 | 2023-09-15 | 2027-11-18 | No | 4 | S | Indirect |
Reported Non-Derivative Holdings
| Sec. Name | Remaning Holdings | Nature of Ownership | Explanation |
|---|---|---|---|
| Common Stock, Par Value $0.0001 Per Share | 5,560,000 | Direct |
Footnotes
- Tiga SVH Investments Ltd. is 100% owned by Tiga Investments Pte. Ltd., which is 100% owned by the Reporting Person.
- These Guaranteed Exchangeable Notes (each, a "Note" and, collectively, the "Notes") are issued by Longview Grindr Holdings Limited under the terms and conditions of that certain Exchangeable Note Instrument, dated September 15, 2023.
- The conversion price was determined by multiplying the volume weighted average price of the Issuer's Common Stock for the last five consecutive trading days (the "Spot VWAP") as of March 30, 2023, which was $6.26, by 120%. If at any time the Spot VWAP is less than or equal to 80% of the then effective Spot VWAP for five consecutive trading days, the Spot VWAP for the purposes of determining the conversion price will be automatically adjusted downwards to the Spot VWAP calculated as of the fifth such consecutive trading day.
- Each note may be converted when the underlying shares of the Issuer's Common Stock may be transferred without restrictions or encumbrances and are freely tradeable.
- The Note matures on March 30, 2024.
- The Note is held by Big Timber Holdings, LLC, a Nevis limited liability company ("Big Timber"). The Reporting Person is the Manager and sole member of Big Timber and exercises ultimate voting and investment power over the Note and any shares of the Issuer's Common Stock that may be acquired by Big Timber as a result of conversion of the Notes.
- The conversion price was determined by multiplying the Spot VWAP as of June 15, 2023, which was $6.08, by 110%. If at any time the Spot VWAP is less than or equal to 80% of the then effective Spot VWAP for five consecutive trading days, the Spot VWAP for the purposes of determining the conversion price will be automatically adjusted downwards to the Spot VWAP calculated as of the fifth such consecutive trading day.
- The conversion price was determined by multiplying the Spot VWAP as of September 15, 2023, which was $5.87, by 110%. If at any time the Spot VWAP is less than or equal to 80% of the then effective Spot VWAP for five consecutive trading days, the Spot VWAP for the purposes of determining the conversion price will be automatically adjusted downwards to the Spot VWAP calculated as of the fifth such consecutive trading day.
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