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Feinglass Michael's Form 4 filing

Ridgepost Capital, Inc.RPC · filed Dec 4, 2023

Accession no.
0000950170-23-067872
Filed
Dec 4, 2023
Trade date
Nov 7-Dec 1, 2023
Filing delay
27 daysLate
Rule 10b5-1 plan
Not checked

This filing lists 3 non-derivative transactions and 1 derivative transaction. Open-market sales total $303.6K. It was filed 27 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.

Reporting owners on this filing
OwnerRelationship to the company
Feinglass MichaelCIK 000188910810% Owner, Other: See Remarks

Non-derivative securities (Table I)

Acquisitions and disposals of common stock and similar shares, one row per line on the filing.

Non-derivative transactions
Trade dateSecurityTransactionSharesPriceValueShares afterOwnershipFlags
Nov 7, 2023Class A Common StockCConversionAcquired+457,496–F1,F2–457,496Direct
Nov 30, 2023Class A Common StockSSaleDisposed−10,000$10.10F3−$101,000447,496Direct
Dec 1, 2023Class A Common StockSSaleDisposed−20,000$10.13F4−$202,600427,496Direct

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.

Derivative transactions
Trade dateSecurityTransactionUnderlying sharesUnit priceValueHeld afterOwnershipFlags
Nov 7, 2023Class A Common StockCConversionDisposed−457,496–F1,F2–457,497Direct

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

Holders of Class B Common Stock may elect to convert such shares on a one-for-one basis into Class A Common Stock at any time. After a Sunset (as defined below) becomes effective, each share of ClassB Common Stock will automatically convert into Class A Common Stock.

Referenced by the price of 1 transaction in Table I and 1 transaction in Table II.

F2

Continued from Footnote 1: A "Sunset" is triggered by any of the earlier of the following: (i) the Sunset Holders (as defined in the amended and restated certificate of incorporation of the Issuer (the"Charter")) cease to maintain direct or indirect beneficial ownership of 10% of the outstanding shares of Class A Common Stock (determined assuming all outstanding shares of Class B Common Stock havebeen converted into Class A Common Stock), (ii) the Sunset Holders collectively cease to maintain direct or indirect beneficial ownership of at least 25% of the aggregate voting power of the outstandingshares of Common Stock, and (iii) upon the tenth anniversary of the effective date of the Charter. On November 7, 2023, the Reporting Person elected to convert 457,496 shares of Class B Common Stock into an equivalent number of shares of Class A Common Stock.

Referenced by the price of 1 transaction in Table I and 1 transaction in Table II.

F3

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.10 to $10.11, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes to this Form 4.

Referenced by the price of 1 transaction in Table I.

F4

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.11 to $10.14, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes to this Form 4.

Referenced by the price of 1 transaction in Table I.

Remarks

This Form 4 is being filed by Mr. Feinglass (the "Reporting Person"). The Reporting Person may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding Common Stock. The securities reported herein do not include any securities held by any group member other than the Reporting Person, as such securities are being reported in separate Form 4 filings.

Read the full filing on SEC EDGAR (opens in a new tab)