Cook Patrick's Form 4/A amendment
AmendedFTC Solar, Inc. (FTCI) · filed Dec 21, 2022
- Accession no.
- 0001209191-22-062340
- Filed
- Dec 21, 2022, 4:30 PM ET
- Trade date
- Aug 23, 2022
- Filing delay
- 120 days
- Rule 10b5-1 plan
- Not on the form (before 2023)
- Original filed
- Aug 24, 2022
This filing lists 2 non-derivative transactions and 1 derivative transaction. Open-market sales total $163.1K. It was filed 120 days after the trade.
This amendment replaces 0000899243-22-029635 (filed Aug 24, 2022).
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 |
|---|---|
| Cook PatrickCIK 0001855935 | Officer (Chief Commercial Officer) |
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 |
|---|---|---|---|---|---|---|---|---|
| Aug 23, 2022 | Common Stock | MOption exerciseAcquired | +37,832 | $0.475 | +$17,970.2 | 296,230 | Direct | |
| Aug 23, 2022 | Common Stock | SSaleDisposed | −37,832 | $4.31 | −$163,055.92 | 258,398 | 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 |
|---|---|---|---|---|---|---|---|---|
| Aug 23, 2022 | Common Stock | MOption exerciseDisposed | −37,832 | $0.00 | $0 | 737,000 | 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 common stock reported on this line of this Form 4 was issued as a result of the exercise of employee stock options.
- F2
Represents a weighted average sales price per share for these shares, which were sold in multiple transactions at prices ranging from $4.25 to $4.35. The Reporting Person has provided to the Issuer, and undertakes to provide to the staff of the Commission or any security holder of the Issuer, upon request, full information regarding the number of shares sold at each separate price within the range.
- F3
These shares are owned directly by the Patrick Cook 2021 Trust for the benefit of the Reporting Person. The Reporting Person (a) is the sole trustee of the trust and (b) has sole voting and dispositive power with respect to the shares held by the trust. The Reporting Person's spouse has sole power to acquire for herself any assets held in the trust, including the shares, by substituting other property of equivalent value. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that he is the beneficial owner of such securities for Section 16 or any other purpose.
- F4
These shares are owned directly by the Cook 2021 Family Trust for the benefit of the Reporting Person's children. The Reporting Person (a) is the sole investment adviser of the trust, (b) has sole power to direct the trustee as to the voting and disposition of the shares held by the trust, and (c) has sole power to acquire for himself any asset held in the trust, including the shares, by substituting other property of equivalent value. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that he is the beneficial owner of such securities for Section 16 or any other purpose.
- F5
927,750 of the options are fully vested and exercisable as of August 23, 2022, and the remaining 309,250 options will vest in monthly installments until July 29, 2023.
Remarks
This Form 4/A amends and restates the original Form 4 filed by the Reporting Person on August 24, 2022 (the "Original Form 4"), which inadvertently excluded the exercise of a stock option on August 23, 2022. This amendment reports such exercise and corrects the number of shares beneficially owned after the sale of shares reported in the Original Form 4. This Form 4/A is also deemed to update the amount of common stock reported as beneficially owned by the Reporting Person in subsequently filed Forms 4 after the date of the Original Form 4 filing.