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Souder William F.'s Form 4 filing

Ridgepost Capital, Inc. (RPC) · filed Oct 27, 2021

Accession no.
0001193805-21-001499
Filed
Oct 27, 2021, 5:55 PM ET
Trade date
Oct 25, 2021
Filing delay
2 days
Rule 10b5-1 plan
Not on the form (before 2023)

This filing lists 2 non-derivative transactions and 1 derivative transaction. Open-market sales total $5.69M. 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.

Reporting owners on this filing
OwnerRelationship to the company
Souder William F.CIK 0001888590Director, Officer (Chief Operating Officer), Other: Member of 10% Owner Group
Souder Family LLCCIK 0001889346Other: Member of 10% Owner Group

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
Oct 25, 2021Class A Common StockCConversionAcquired+474,540–F2,F3–474,540IndirectDuplicate filing
Oct 25, 2021Class A Common StockSSaleDisposed−474,540$12.00−$5,694,4800IndirectDuplicate 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.

Derivative transactions
Trade dateSecurityTransactionUnderlying sharesUnit priceValueHeld afterOwnershipFlags
Oct 25, 2021Class A Common StockCConversionDisposed−474,540–F2,F3–4,430,734IndirectDuplicate filing

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.

F2

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 and 1 transaction in Table II.

F3

Continued from Footnote 2: 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 October 25, 2021, each Reporting Person directed the sale of shares of Class B Common Stock, as reported herein, resulting in the automatic conversion of the shares into Class A Common Stock upon execution of the sale.

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

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