Zesati Humberto's Form 4 filing
LIV Capital Acquisition Corp. II (LIVB) · filed Aug 18, 2022
- Accession no.
- 0000950103-22-014212
- Filed
- Aug 18, 2022
- Trade date
- Dec 6, 2021-Aug 16, 2022
- Filing delay
- 255 daysLate
- Rule 10b5-1 plan
- Not on the form (before 2023)
This filing lists 18 derivative transactions. It was filed 255 days after the trade, past the 2-business-day deadline.
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 |
|---|---|
| Zesati HumbertoCIK 0001795876 | Director |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
This filing has no transactions of this kind.
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 |
|---|---|---|---|---|---|---|---|---|
| Dec 6, 2021 | Class B Ordinary Shares | PPurchaseAcquired | +200,000 | –F1 | – | 200,000 | Direct | |
| Dec 6, 2021 | Warrants (right to buy) | PPurchaseAcquired | +200,000 | –F1 | – | 200,000 | Direct | |
| Aug 16, 2022 | Class B Ordinary Shares | JOtherAcquired | +549,915 | –F2 | – | 549,915 | Direct | |
| Aug 16, 2022 | Warrants (right to buy) | JOtherAcquired | +1,404,336 | –F2 | – | 1,404,336 | Direct | |
| Aug 16, 2022 | Class B Ordinary Shares | CConversionDisposed | −200,000 | –F3 | – | 0 | Direct | |
| Aug 16, 2022 | Warrants (right to buy) | CConversionDisposed | −200,000 | –F3 | – | 0 | Direct | |
| Aug 16, 2022 | Class B Ordinary Shares | CConversionDisposed | −549,915 | –F3 | – | 0 | Direct | |
| Aug 16, 2022 | Warrants (right to buy) | CConversionDisposed | −1,404,336 | –F3 | – | 0 | Direct | |
| Aug 16, 2022 | Class A Ordinary Shares | CConversionAcquired | +200,000 | –F3 | – | 200,000 | Direct | |
| Aug 16, 2022 | Class A Ordinary Shares | JOtherDisposed | −200,000 | –F3 | – | 0 | Direct | |
| Aug 16, 2022 | Class A Ordinary Shares | CConversionAcquired | +549,915 | –F3 | – | 549,915 | Direct | |
| Aug 16, 2022 | Class A Ordinary Shares | JOtherDisposed | −549,915 | –F3 | – | 0 | Direct | |
| Aug 16, 2022 | Warrants (right to buy) | CConversionAcquired | +200,000 | –F3 | – | 200,000 | Direct | |
| Aug 16, 2022 | Warrants (right to buy) | JOtherDisposed | −200,000 | –F3 | – | 0 | Direct | |
| Aug 16, 2022 | Warrants (right to buy) | CConversionAcquired | +1,404,336 | –F3 | – | 1,404,336 | Direct | |
| Aug 16, 2022 | Warrants (right to buy) | JOtherDisposed | −1,404,336 | –F3 | – | 0 | Direct | |
| Aug 16, 2022 | Class A Ordinary Shares | JOtherAcquired | +749,915 | –F3,F4 | – | 749,915 | Direct | |
| Aug 16, 2022 | Warrants (right to buy) | JOtherAcquired | +1,604,336 | –F3,F4 | – | 1,604,336 | Direct |
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
The price paid for each Unit (described herein) was $5.00 per unit. Each Unit comprised one Class B Ordinary Share (in the form of a Class S Unit) and one private warrant representing the right to purchase ordinary shares ("Warrants") (in the form of a Class W Unit). The Class S Units and Class W Units did not include an expiration date.
Referenced by the price of 2 transactions in Table II.
- F2
On August 17, 2022, LIV Capital Acquisition Corp. II (the "Issuer"), Covalto Ltd. ("Covalto") and Covalto Merger Sub Ltd. entered into a Business Combination Agreement (the "Agreement"). In connection with, and prior to, the execution of the Agreement, LIV Capital Acquisition Sponsor II, L.P. (the "Sponsor") granted to the Reporting Person Class S Units representing a right to receive Class B Ordinary Shares and Class W Units representing a right to receive Warrants.
Referenced by the price of 2 transactions in Table II.
- F3
In connection with the execution of the Agreement, the Issuer, Sponsor and certain limited partners entered into a redemption agreement on August 16, 2022 (the "Redemption Agreement"). Pursuant to the Redemption Agreement, prior to the execution of the Agreement, the Sponsor withdrew the Reporting Person's (i) Class S Units in exchange for Class B Ordinary Shares and (ii) Class W Units in exchange for Warrants (the "Withdrawal"). Following the Withdrawal, the Issuer repurchased each Class B Ordinary Share and Warrant in exchange for a promissory note in the amount of $1,016,616.49 (the "Promissory Note").
Referenced by the price of 14 transactions in Table II.
- F4
In connection with the execution of the Agreement, Issuer, Sponsor, Covalto and certain limited partners entered into a contribution agreement on August 17, 2022 (the "Contribution Agreement"). Pursuant to the Contribution Agreement, following the closing of the transactions set forth in the Agreement (the "Closing"), the Reporting Person will contribute the Promissory Note to Covalto as full and adequate consideration for Class A Ordinary Shares and Warrants. Following the Closing, Covalto will contribute the Promissory Note to the Issuer in exchange for Class A Ordinary Shares and Warrants and the Promissory Note will be cancelled.
Referenced by the price of 2 transactions in Table II.