Finn Brian D 的 Form 4/A 修正申報
修正Palladyne AI Corp.（PDYN），2022/4/14 申報
- 申報編號
- 0001209191-22-024463
- 申報時間
- 2022/4/14 17:40 ET
- 交易日
- 2021/9/24
- 申報延遲
- 202 天
- 10b5-1 計畫
- 表單沒有這欄（2023 年以前）
- 原始申報日
- 2021/9/27
這份申報列了 5 筆非衍生性交易、4 筆衍生性交易。公開市場買進合計 $142.5 萬。交易後 202 天申報。
申報人
一份 Form 4 可以有好幾位申報人，例如本人與他控制的基金。各交易表上顯示的是第一位。
| 申報人 | 與公司的關係 |
|---|---|
| Finn Brian DCIK 0001124195 | 董事、持股 10% 以上大股東 |
| Rotor Sponsor LLCCIK 0001839020 | 持股 10% 以上大股東 |
非衍生性證券（表 I）
普通股等股票的取得與處分，每一列是申報上的一筆。
| 交易日 | 證券 | 交易 | 股數 | 價格 | 金額 | 交易後持股 | 持有方式 | 旗標 |
|---|---|---|---|---|---|---|---|---|
| 2021/9/24 | Common Stock | C轉換取得 | +5,672,168 | $0.00F1 | $0 | 5,672,168 | 間接 | |
| 2021/9/24 | Common Stock | J其他取得 | +241,473 | –F3 | – | 241,473 | 間接 | |
| 2021/9/24 | Common Stock | P買進取得 | +130,000 | $10.00 | +$1,300,000 | 371,473 | 間接 | |
| 2021/9/24 | Common Stock | P買進取得 | +12,500 | $10.00 | +$125,000 | 12,500 | 間接 | |
| 2021/9/24 | Common Stock | J其他取得 | +8,942,957 | –F3 | – | 8,942,957 | 間接 |
衍生性證券（表 II）
選擇權、認股權證、限制型股票單位等。股數是標的股票的股數；單價與金額是衍生證券本身的價格，交易後持有是衍生證券的單位數。
附註與備註
本站收錄交易價格引用的附註、修正申報（Form 4/A）的全部附註，以及申報的備註。其他附註，例如間接持有的方式、交易計畫的細節，請看 SEC EDGAR 上的原文。
- F1
Shares of the Issuer's Class B Common Stock are automatically convertible into shares of the Issuer's Class A Common Stock at the time of the Issuer's initial business combination or earlier at the option of the holders thereof, in either case on a one-for-one basis, subject to certain adjustments, and had no expiration date. The Issuer consummated its initial business combination on September 24, 2021, whereby, among other things, the Issuer's Class A Common Stock was redesignated as Common Stock.
表 I 有 1 筆、表 II 有 1 筆交易的價格引用這則附註。
- F2
Securities are held by Rotor Sponsor LLC ("Sponsor") and indirectly by its managing member, Brian Finn, who is also a member of the Issuer's Board of Directors. Mr. Finn disclaims beneficial ownership of the securities except to the extent of any pecuniary interest therein.
- F3
Reflects shares of the Issuer's Common Stock received in exchange for shares of Sarcos Corp. common stock in connection with the completion of the Issuer's initial business combination pursuant to the Agreement and Plan of Merger, dated as of April 5, 2021, as amended on August 28, 2021, by and among Sarcos Corp., Rotor Merger Sub Corp. and the Issuer (the "Merger Agreement"). At the effective time of the initial business combination (the "Effective Time"), each share of Sarcos Corp. common stock outstanding immediately prior to the Effective Time was converted into the right to receive approximately 5.129222424 shares of the Issuer's Common Stock, subject to rounding.
表 I 有 2 筆交易的價格引用這則附註。
- F4
Securities are held by Marstar Investments LLC ("Marstar") and indirectly by its administrator, Mr. Finn, who is also a member of the Issuer's Board of Directors. Mr. Finn disclaims beneficial ownership of the securities except to the extent of any pecuniary interest therein.
- F5
On April 5, 2021, the Issuer entered into subscription agreements with certain investors pursuant to which the investors agreed to purchase shares of the Issuer's Common Stock for $10.00 per share in connection with, and conditioned upon, the substantially concurrent consummation of the Issuer's initial business combination.
- F6
Securities are held by Gee Jay LLC and indirectly by its trustee, Mr. Finn, who is also a member of the Issuer's Board of Directors. Mr. Finn disclaims beneficial ownership of these securities except to the extent of any pecuniary interest therein.
- F7
Securities are held by Rotor-Sarcos LLC ("Rotor-Sarcos") and indirectly by Mr. Finn, who has shared control of Rotor-Sarcos. Mr. Finn disclaims beneficial ownership of these securities except to the extent of any pecuniary interest therein. Mr. Finn is also a member of the Issuer's Board of Directors.
- F8
Pursuant to that certain Waiver Agreement, dated April 5, 2021, by and among Issuer, Sponsor, and certain other parties thereto, Sponsor forfeited 437,448 shares of Class B Common Stock and 460,470 private placement warrants to the Issuer for no consideration immediately prior to the consummation of the initial business combination.
表 II 有 2 筆交易的價格引用這則附註。
- F9
Private placement warrants were acquired by Sponsor upon consummation of the Issuer's initial public offering on January 20, 2021 (the "IPO") at a purchase price of $1.00 per warrant, with each warrant exercisable for one share of the Issuer's Class A Common Stock. The private placement warrants become exercisable at any time commencing on the later of one year from the closing of the IPO and 30 days after the completion of Issuer's initial business combination. In connection with the Issuer's initial business combination, the Issuer's Class A common stock was redesignated as Common Stock.
表 II 有 1 筆交易的價格引用這則附註。
備註
This Form 4/A is being filed to amend and restate the original Form 4 filed with the Securities and Exchange Commission on September 27, 2021 (the "Original Filing"), to include (i) Rotor Sponsor LLC as a Reporting Person, which was inadvertently omitted from the Original Filing, and (ii) additional transactions that occurred substantially concurrent with the consummation of the Issuer's initial business combination, certain of which were errantly reported in a Form 3 filed on behalf of Mr. Finn on September 24, 2021 (the "Form 3"). The Form 3 should be disregarded in its entirety.