Covenant Rha Partners, L.P.'s Form 4 filing
Ridgepost Capital, Inc.RPC · filed Dec 18, 2024
- Accession no.
- 0000950170-24-138087
- Filed
- Dec 18, 2024, 7:42 PM ET
- Trade date
- Dec 16-18, 2024
- Filing delay
- 2 days
- Rule 10b5-1 plan
- Not checked
This filing lists 2 non-derivative transactions and 1 derivative transaction. Open-market sales total $662.9K. It was filed 2 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 |
|---|---|
| Covenant Rha Partners, L.P.CIK 0001274195 | 10% Owner, Other: See Remarks |
| Webb C ClarkCIK 0001694507 | 10% Owner, Other: See Remarks |
| Alpert Robert HCIK 0001694574 | 10% Owner, Other: See Remarks |
| CCW/LAW Holdings, LLCCIK 0001694778 | 10% Owner, Other: See Remarks |
| 210 Capital, LLCCIK 0001694780 | 10% Owner, Other: See Remarks |
| RHA Investments, Inc.CIK 0001694781 | 10% 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.
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 18, 2024 | Class A Common Stock | CConversionDisposed | −4,967,397 | $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.
- F3
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.25 to $13.315, 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.
Referenced by the price of 1 transaction in Table I.
- F5
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 Class B Common Stock will automatically convert into Class A Common Stock.
Referenced by the price of 1 transaction in Table I.
- F6
Continued from Footnote 5: 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 have been 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 outstanding shares of Common Stock, and (iii) upon the tenth anniversary of the effective date of the Charter. On December 18, 2024, the Reporting Persons elected to convert their remaining 4,967,397 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.
Remarks
The Reporting Persons may be deemed to be members of group under Section 13 that collectively beneficially owns more than 10% of the Issuer's Common Stock.