Statement of Changes in Beneficial Ownership (4)
March 16 2023 - 5:29PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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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1. Name and Address of Reporting Person
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Papkoff Leon |
2. Issuer Name and Ticker or Trading Symbol
CXApp Inc.
[
CXAI
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Product Officer |
(Last)
(First)
(Middle)
FOUR PALO ALTO SQUARE, SUITE 200, 3000 EL CAMINO REAL |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/14/2023 |
(Street)
PALO ALTO, CA 94306
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock | 3/14/2023 | | A(1) | | 12290 | A | (1) | 12290 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security (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) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Class C Common Stock | (2) | 3/14/2023 | | A (1) | | 43575 | | (2) | (2) | Class A Common Stock | 43575 | (1) | 43575 | D | |
Explanation of Responses: |
(1) | On March 14, 2023 (the "Closing Date"), pursuant to the Agreement and Plan of Merger, dated September 25, 2022 (the "Merger Agreement"), by and among KINS Technology Group Inc. ("KINS"), KINS Merger Sub Inc. ("Merger Sub"), Inpixon and CXApp Holding Corp. ("CXApp"), Merger Sub merged with and into CXApp (the "Merger"), with CXApp surviving the Merger as a wholly-owned subsidiary of KINS. Following the Merger, KINS changed its name to CXApp Inc. Pursuant to the Merger Agreement, on the Closing Date, each share of common stock, par value $0.0001 per share, of CXApp held by the reporting person was automatically converted into (i) approximately 0.098 shares of Class A common stock, par value $0.0001 per share, of KINS ("Class A Common Stock") and (ii) approximately 0.346 shares of Class C common stock, par value $0.0001 per share, of KINS ("Class C Common Stock"). |
(2) | Each share of Class C Common Stock is subject to certain transfer restrictions and will automatically convert into one share of Class A Common Stock on the earlier to occur of (i) the 180th day following the Closing Date and (ii) the day that the last reported sale price of the Class A Common Stock equals or exceeds $12.00 per share for any 20 trading days within any 30-trading day period following the Closing Date. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Papkoff Leon FOUR PALO ALTO SQUARE, SUITE 200 3000 EL CAMINO REAL PALO ALTO, CA 94306 |
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| Chief Product Officer |
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Signatures
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/s/ Khurram P. Sheikh, as attorney-in-fact | | 3/16/2023 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | 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). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
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. |
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