Statement of Changes in Beneficial Ownership (4)
January 26 2022 - 4:12PM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
|
OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
|
|
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
|
|
|
1. Name and Address of Reporting Person
*
KATZ KAREN |
2. Issuer Name and Ticker or Trading Symbol
Casper Sleep Inc.
[
CSPR
]
|
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
|
|
(Last)
(First)
(Middle)
C/O CASPER SLEEP INC., 3 WTC 175 GREENWICH ST. FL. 40 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
1/25/2022 |
|
(Street)
NEW YORK, NY 10007
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
|
1.Title of Security
(Instr. 3)
|
2. Trans. Date
|
2A. Deemed Execution Date, if any
|
3. Trans. Code
(Instr. 8)
|
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
|
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
|
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
|
7. Nature of Indirect Beneficial Ownership (Instr. 4)
|
|
Code
|
V
|
Amount
|
(A) or (D)
|
Price
|
| Common Stock | 1/25/2022 | | D | | 40012 | D | $6.90 (1)(2) | 0 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
|
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 |
| Stock Option | $15.9 | 1/25/2022 | | D | | | 60000 | (3) | 4/10/2029 | Common Stock | 60000.0 | $0 (4) | 0 | D | |
| Explanation of Responses: |
| (1) | Reflects disposition in connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of November 14, 2021 (the "Merger Agreement"), by and among Casper Sleep Inc. (the "Issuer"), Marlin Parent, Inc. and Marlin Merger Sub, Inc. ("Merger Sub"). On January 25, 2022, upon the closing of the merger of Merger Sub with and into the Issuer (the "Merger") contemplated by the Merger Agreement, each share of common stock of the Issuer, par value $0.000001 per share, was cancelled and automatically converted into the right to receive an amount in cash equal to $6.90 (the "Merger Consideration"), without interest, subject to applicable withholding taxes. |
| (2) | In accordance with the Merger Agreement, each restricted stock unit award ("RSU Award") of the Issuer outstanding immediately prior to the effective time of the Merger (whether vested or unvested) was cancelled and converted into the right to receive an amount in cash, subject to applicable withholding taxes, equal to the Merger Consideration multiplied by the number of shares of Issuer common stock subject to such RSU Award. |
| (3) | The options provided for vesting in equal monthly installments over a four year period commencing on May 11, 2019, and would have been fully vested and exercisable on April 11, 2023. |
| (4) | In accordance with the Merger Agreement, each option to acquire common stock of the Issuer that was unvested or had a per share exercise price equal to or greater than the Merger Consideration was cancelled for no consideration as of the effective time of the Merger. |
Reporting Owners
|
| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
KATZ KAREN
C/O CASPER SLEEP INC.
3 WTC 175 GREENWICH ST. FL. 40
NEW YORK, NY 10007 | X |
|
|
|
Signatures
|
| /s/ Michael Monahan, Attorney-in-Fact for Karen Katz | | 1/26/2022 |
| **Signature of Reporting Person | Date |
Casper Sleep (NYSE:CSPR)
Historical Stock Chart
From Apr 2024 to May 2024
Casper Sleep (NYSE:CSPR)
Historical Stock Chart
From May 2023 to May 2024
