Statement of Changes in Beneficial Ownership (4)
March 17 2022 - 6:37PM
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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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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SPENCER DARIEN |
2. Issuer Name and Ticker or Trading Symbol
Ouster, Inc.
[
OUST
]
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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) EVP of Global Operations |
(Last)
(First)
(Middle)
350 TREAT AVENUE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/15/2022 |
(Street)
SAN FRANCISCO, CA 94110
(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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Common Stock | 3/15/2022 | | M | | 27419 (1) | A | $0.00 (1) | 1213040 (2) | D | |
Common Stock | 3/16/2022 | | S | | 9442 (3) | D | $3.16 | 1203598 | 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 |
Restricted Stock Units | (1) | 3/15/2022 | | M | | | 27419 | (2) | (2) | Common Stock | 27419 | $0.00 | 0 (1) | D | |
Explanation of Responses: |
(1) | Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock at $0.00. 27,419 RSUs vested into shares of common stock on March 15, 2022. |
(2) | The reporting person previously reported certain awards of RSUs in Table II of Form 4, but has elected to report them in Table I going forward. The total reported in Column 5 of Table I has been updated to include 82,260 RSUs that would have otherwise been reported in Column 9 of Table II from an original grant of 109,679 RSUs granted on July 13, 2021. The 82,260 RSUs will vest in 12 equal installments on each quarterly anniversary following March 15, 2022, subject to the reporting person's continued service with the Issuer through each applicable vesting date. |
(3) | Reflects shares sold to cover withholding taxes incurred upon the settlement of RSUs in a trade that was initiated by the issuer on the reporting person's behalf pursuant to terms of the applicable RSU agreement. |
Remarks: Exhibit List - Exhibit 24 - Power of Attorney |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
SPENCER DARIEN 350 TREAT AVENUE SAN FRANCISCO, CA 94110 |
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| EVP of Global Operations |
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Signatures
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/s/ Darien Raymond Spencer | | 3/17/2022 |
**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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