Direct Digital Holdings, Inc. — Director's Dealing 2023

Jun 14, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Direct Digital Holdings, Inc. (DRCT)
CIK: 0001880613
Period of Report: 2023-06-10

Reporting Person: Cohen Richard (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-06-10	Class A Common Stock	M	16296	—	Acquired	16296	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-06-10	Restricted Stock Units	$	M	16296	Disposed		Class A Common Stock, par value $0.001 per share (16296)	Direct
2023-06-12	Restricted Stock Units	$	A	24615	Acquired		Class A Common Stock, par value $0.001 per share (24615)	Direct

Footnotes

F1: Each restricted stock unit represents a contingent right to one share of DRCT's Class A Common Stock, par value $0.001 per share, upon settlement.

F2: On June 10, 2022, the reporting person was granted 49,382 restricted stock units, vesting in three annual installments beginning on the first anniversary of the grant date. 33 percent of the restricted stock units vested on June 10, 2023, an additional 33 percent will vest on June 10, 2024, and the remaining balance of 34 percent of the restricted stock units will vest on June 10, 2025. Vesting will be accelerated upon certain termination of employment events and upon a "Change in Control" (as defined in the Direct Digital Holdings, Inc. 2022 Omnibus Incentive Plan).

F3: The restricted stock units will vest in three equal annual installments on each of the first, second and third anniversaries of the grant date. Vesting will be accelerated upon certain termination of employment events and upon a "Change in Control" (as defined in the Direct Digital Holdings, Inc. 2022 Omnibus Incentive Plan).