Haring-Smith Whitney's Form 4 filing
Envoy Medical, Inc. (COCH) · filed Oct 3, 2023
- Accession no.
- 0001062993-23-018937
- Filed
- Oct 3, 2023, 9:58 PM ET
- Trade date
- Sep 29, 2023
- Filing delay
- 4 days
- Rule 10b5-1 plan
- Not checked
This filing lists 2 non-derivative transactions and 5 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 |
|---|---|
| Haring-Smith WhitneyCIK 0001846535 | Director, 10% Owner |
| Anzu SPAC GP I LLCCIK 0001846378 | 10% Owner |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Sep 29, 2023 | Class A Common Stock, par value $0.0001 per share | CConversionAcquired | +2,490,000 | –F1,F2 | – | 2,490,000 | Direct | |
| Sep 29, 2023 | Class A Common Stock, par value $0.0001 per share | JOtherDisposed | −490,000 | –F4 | – | 2,000,000 | Direct |
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 |
|---|---|---|---|---|---|---|---|---|
| Sep 29, 2023 | Class A Common Stock, par value $0.0001 per share | PPurchaseAcquired | +869,565 | $10.00 | +$10,000,000 | 1,000,000 | Indirect | |
| Sep 29, 2023 | Class A Common Stock, par value $0.0001 per share | JOtherAcquired | +2,173,913 | $0.00F8 | $0 | 2,500,000 | Direct | |
| Sep 29, 2023 | Class A Common Stock, par value $0.0001 per share | DReturned to the companyDisposed | −5,510,000 | $0.00F9 | $0 | 4,990,000 | Direct | |
| Sep 29, 2023 | Class A Common Stock, par value $0.001 per share | JOtherDisposed | −2,500,000 | $0.00F8 | $0 | 2,490,000 | Direct | |
| Sep 29, 2023 | Class A Common Stock, par value $0.0001 per share | CConversionDisposed | −2,490,000 | $0.00F10 | $0 | 0 | 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
These shares were issued in connection with the automatic conversion of an equal number of shares of Class B Common Stock, par value $0.0001 per share ("Class B Common Stock"), which converted to Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), upon the closing (the "Closing") of the business combination between Anzu Special Acquisition Corp. I and Envoy Medical Corporation (the "Business Combination").... (continued)
Referenced by the price of 1 transaction in Table I.
- F2
(Continued from footnote 1) ...Prior to the Closing, Anzu SPAC GP I LLC (the "Sponsor") beneficially owned 10,500,000 shares of Class B Common Stock. In connection with the Closing, the Sponsor forfeited 5,510,000 shares of Class B Common Stock and exchanged 2,500,000 shares of Class B Common Stock for an equal number of shares of Series A Preferred Stock, par value $0.0001 ("Series A Preferred Stock") in a private exchange offer. The Issuer's remaining 2,490,000 shares of Class B Common Stock automatically converted to an equal number of shares of Class A Common Stock upon the Closing.
Referenced by the price of 1 transaction in Table I.
- F4
The Sponsor transferred an aggregate of 490,000 shares of Class A Common Stock to various third parties pursuant to (i) the extension support agreements between the Issuer, the Sponsor and several unaffiliated third parties and (ii) the side letter agreements between the Sponsor and certain institutional investors.
Referenced by the price of 1 transaction in Table I.
- F8
On September 29, 2023, in connection with the Closing, an aggregate of 2,500,000 shares of Series A Preferred Stock were issued to the Sponsor in exchange for 2,500,000 shares of Class B Common Stock held by the Sponsor in a private exchange offer.
Referenced by the price of 2 transactions in Table II.
- F9
On September 29, 2023, in connection with the Closing, the Sponsor forfeited 5,510,000 shares of Class B Common Stock.
Referenced by the price of 1 transaction in Table II.
- F10
On September 29, 2023, in connection with the Closing, each share of Class B Common Stock automatically converted into one share of Class A Common Stock.
Referenced by the price of 1 transaction in Table II.