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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Prepaid Common Stock Purchase Warrant (right to buy) | (5) | 09/15/2021 | P(3) | 800,000 | (4)(5) | (5) | Class A Common Stock | 800,000 | (3) | 800,000 | I | See footnote (2) (6) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| PURA VIDA INVESTMENTS, LLC 888 7TH AVENUE, 6TH FLOOR NEW YORK, NY 10106 |
X | |||
| Kamen Efrem C/O PURA VIDA INVESTMENTS, LLC 888 7TH AVENUE, 6TH FLOOR NEW YORK, NY 10106 |
X | |||
| /s/ Efrem Kamen, Managing Member of Pura Vida Investments, LLC | 09/17/2021 | |
| **Signature of Reporting Person | Date | |
| /s/ Efrem Kamen | 09/17/2021 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | The shares of the Issuer's Class A Common Stock (the "Common Stock") reported herein were directly owned by certain private investment vehicles and accounts managed or sub-advised by Pura Vida Investments, LLC ("Pura Vida" and such private investment vehicles and accounts, the "Advisory Clients"). |
| (2) | The Prepaid Common Stock Purchase Warrants (the "Prepaid Warrants") reported herein are directly owned by the Advisory Clients. |
| (3) | On September 15, 2021 (the "Effective Date"), the Issuer, Pura Vida and the Advisory Clients entered into that certain Share Purchase Agreement, pursuant to which the parties effected as of the Effective Date a simultaneous exchange of an aggregate of 800,000 shares of Common Stock held by the Advisory Clients for the Prepaid Warrants of the Issuer to purchase an aggregate of 800,000 shares of Common Stock. |
| (4) | The terms of each Prepaid Warrant provide that the holder of such Prepaid Warrant does not have the right to exercise, and the Issuer shall not effect any exercise of, any portion of such Prepaid Warrant to the extent that, after giving effect to the issuance of Common Stock after such exercise, the holder (together with such holder's affiliates, and any persons acting as a group together with such holder or affiliates) would beneficially own in excess of 9.99% of the shares of the Common Stock then issued and outstanding, which percentage may be changed at the holder's election upon 61 days' notice to the Issuer (the "Beneficial Ownership Limitation"). |
| (5) | Subject to the Beneficial Ownership Limitation, each Prepaid Warrant may be exercised at the option of the holder for no additional consideration. The Prepaid Warrants have no expiration date. |
| (6) | The reported securities may be deemed beneficially owned by Pura Vida as investment manager or sub-adviser of the Advisory Clients. The reported securities may also be deemed beneficially owned by Efrem Kamen as the principal of Pura Vida. Each of Pura Vida and Mr. Kamen (the "Reporting Persons") disclaims beneficial ownership of the reported securities except to the extent of their pecuniary interest therein. This report shall not be deemed an admission that such Reporting Persons are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |