Huberman Jonathan's Form 4 filing
Nogin, Inc. (NOGN) · filed Aug 30, 2022
- Accession no.
- 0000899243-22-030083
- Filed
- Aug 30, 2022, 4:53 PM ET
- Trade date
- Aug 26, 2022
- Filing delay
- 4 days
- Rule 10b5-1 plan
- Not on the form (before 2023)
This filing lists 2 non-derivative transactions and 4 derivative transactions. It was filed 4 days after the trade.
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| Huberman JonathanCIK 0001228716 | Director, Officer (Co-CEO & President) |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
Derivative securities (Table II)
Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.
| Trade date | Security | Transaction | Underlying shares | Unit price | Value | Held after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Aug 26, 2022 | Common Stock | PPurchaseAcquired | +43,478 | –F5 | – | – | Direct | |
| Aug 26, 2022 | Common Stock | PPurchaseAcquired | +10,714 | –F5 | – | 10,714 | Direct | |
| Aug 26, 2022 | Common Stock | PPurchaseAcquired | +9,982,754 | $1.00 | +$9,982,754 | 9,982,754 | Indirect | |
| Aug 26, 2022 | Common Stock | CConversionDisposed | −5,701,967 | $0.00 | $0 | 0 | Indirect |
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- F1
Pursuant to the business combination (the "Business Combination") of Software Acquisition Group Inc. III and Branded Online, Inc. (d/b/a Nogin) ("Legacy Nogin"), as contemplated by an agreement and plan of merger, dated as of February 14, 2022 and as amended on April 20, 2022 and August 26, 2022 (as amended, the "Merger Agreement"), each share of common stock and preferred stock of Legacy Nogin, in each case outstanding immediately prior to the effective time of the business combination, was cancelled and converted into the right to receive shares of the Issuer's Common Stock and, at each Legacy Nogin stockholder's election, cash consideration.
Referenced by the price of 2 transactions in Table I.
- F5
The reporting person executed a subscription agreement, dated April 19, 2022 (the "PIPE Subscription Agreement"), for $0.5 million aggregate principal amount of the Notes. Pursuant to the PIPE Subscription Agreement, the reporting person also received a pro rata portion of warrants for no additional consideration.
Referenced by the price of 2 transactions in Table II.