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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 | ||||||||
Restricted Stock Units | $ 0 (3) | 01/31/2021 | M | 205,545 | (4) | (4) | Common Stock | 205,545 | $ 0 | 2,329,519 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Egeck Michael R. 2005 EAST INDIAN SCHOOL ROAD PHOENIX, AZ 85016 |
X | Chief Executive Officer |
/s/ Brad A. Gazaway, as Attorney-in-Fact for Michael R. Egeck | 02/02/2021 | |
**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) | As previously disclosed, 3,074,653 shares of Common Stock of the Issuer, par value $0.001 ("Common Stock") were indirectly held by Mr. Egeck and directly held by Bubbles Holdings, L.P. Such shares of Common Stock were distributed to Mr. Egeck as soon as reasonably practicable after the date of the Issuer's initial public offering and are now held directly by Mr. Egeck as reported herein. Due to an administrative error, the Form 3 filed on October 28, 2020 overstated Mr. Egeck's indirect holdings by 22 shares. |
(2) | Represents shares of Common Stock sold to satisfy tax liability upon settlement of restricted stock units ("RSUs"). |
(3) | Each RSU represents the contingent right to receive, upon vesting of the RSU, one share of the Issuer's Common Stock. |
(4) | Represents a grant of RSUs, of which 205,545 vested and of which the remaining 2,329,519, subject to Mr. Egeck's continuous employment or service with the Issuer or an affiliate until the applicable vesting date: (a) 1,233,276 of the remaining RSUs will vest in equal installments of 205,545 on August 4, 2021 and each of the five (5) six (6)-month anniversaries thereafter; and (b) 1,096,243 of the remaining RSUs will vest if, and only if, the volume weighted average trading price of a share of the Issuer's Common Stock equals $10.71 at the end of any rolling twenty (20)-day trading period commencing on or after May 2, 2021. |