Chang Raymond Nobu's Form 4 filing
RYTHM, Inc. (RYM) · filed Nov 7, 2024
- Accession no.
- 0001213900-24-095551
- Filed
- Nov 7, 2024, 9:55 PM ET
- Trade date
- Nov 5, 2024
- Filing delay
- 2 days
- Rule 10b5-1 plan
- Not checked
This filing lists 3 non-derivative transactions and 5 derivative transactions. 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 |
|---|---|
| Chang Raymond NobuCIK 0001831402 | 10% Owner |
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 |
|---|---|---|---|---|---|---|---|---|
| Nov 5, 2024 | Pre-Funded Warrants (right to buy) | SSaleDisposed | −5,069,162 | –F1 | – | 0 | Indirect | |
| Nov 5, 2024 | Pre-Funded Warrants (right to buy) | SSaleDisposed | −1,085,123 | –F1 | – | 0 | Indirect | |
| Nov 5, 2024 | Common Stock | SSaleDisposed | −15,385 | –F1 | – | 0 | Indirect | |
| Nov 5, 2024 | Common Stock | SSaleDisposed | −22 | –F1 | – | 0 | Indirect | |
| Nov 5, 2024 | Common Stock | SSaleDisposed | −10 | –F1 | – | 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.
- F1
On November 5, 2024, each of GIC Acquisition, LLC ("GIC"), RTC3 2020 Irrevocable Family Trust ("RTC3"), Chinwei Wang, the Reporting Person, and CP Acquisitions, LLC ("CP Acquisitions"), an entity affiliated with and controlled by the Reporting Person, Raymond Chang, the former Chairman and Chief Executive Officer of the Issuer and by I-Tseng Jenny Chan, a former member of the Issuer's Board of Directors, entered into a purchase agreement whereby CP Acquisitions sold all of its non-derivative and derivative securities in Issuer to a third party purchaser. In connection with this transaction, the Reporting Person resigned from the board of the Agrify Corporation (the "Issuer") and all officer positions, effective November 5, 2024. Pursuant to this transaction, each of CP Acquisitions, GIC, RTC3, Chinwei Wang, and the Reporting Person sold or otherwise disposed all of its pre-funded warrants and derivative securities in Issuer to a third party purchaser.
Referenced by the price of 5 transactions in Table II.
- F3
There was no per share purchase price, and the assets included other consideration aside from the Reporting Person's equity. The total purchase price paid by the buyer to all sellers was $18,280,000.00.
Referenced by the price of 3 transactions in Table I.