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Grindr Inc. — Director's Dealing 2022
Nov 23, 2022
31379_dirs_2022-11-22_5427ec16-1d92-48ae-9917-ef897c8226f0.zip
Director's Dealing
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SEC Form 3 — Initial Statement of Beneficial Ownership
Issuer: Grindr Inc. (GRND)
CIK: 0001820144
Period of Report: 2022-11-18
Reporting Person: Lu James Fu Bin (Director, 10% Owner)
Holdings (Non-Derivative)
| Security | Shares | Ownership |
|---|---|---|
| Common Stock, par value $0.0001 per share | 38425923 | Indirect |
Holdings (Derivative)
| Security | Exercise Price | Expiration | Underlying | Shares | Ownership |
|---|---|---|---|---|---|
| Warrants | $11.50 | Common Stock (1336124) | Indirect | ||
| Options | $ | Common Stock (554639) | Indirect |
Footnotes
F1: Received pursuant to the Agreement and Plan of Merger, dated May 9, 2022 (the "MA"), by and among Grindr Group LLC ("LG"), Tiga Acquisition Corp. ("Tiga") and Tiga Merger Sub LLC, a subsidiary of Tiga ("Sub I", and together with Tiga and LG, the "Entities"), as amended in the First Amendment to the MA, dated October 5, 2022, by and among Tiga Merger Sub II LLC, a subsidiary of Tiga ("Sub II") and the Entities, pursuant to which Sub I first merged with and into LG, whereupon the separate corporate existence of Sub I ceased, and LG became the surviving company and continued in existence as a wholly owned subsidiary of Tiga until promptly thereafter and as part of the overall transaction, when LG merged with and into Sub II, with Sub II being the entity that survived such second merger and continued in existence as a wholly owned subsidiary of Tiga (the "Business Combination"). Tiga domesticated as a Delaware corporation and subsequently changed its name to Grindr Inc. (the "Issuer").
F2: As described in the Issuer's proxy statement (Registration No. 333-264902) (the "Proxy"), shares of the Issuer's Common Stock were issued to Longview Capital SVH LLC, a Washington limited liability company ("Longview SVH"), in exchange for outstanding units of LG Series X ordinary units. Longview Capital Holdings LLC, a Washington limited liability company ("Longview"), is the sole member of Longview SVH, which exercises ultimate voting and investment power with respect to the shares held by Longview SVH. The Reporting Person is the sole equityholder of Longview and exercises voting and investment power with respect to Longview. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.
F3: As described in the Proxy, warrants to purchase the Issuer's Common Stock were issued to Longview SVH in exchange for warrants to purchase LG Series X ordinary units. Longview is the sole member of Longview SVH, which exercises ultimate voting and investment power with respect to the shares held by Longview SVH. The Reporting Person is the sole equityholder of Longview and exercises voting and investment power with respect to Longview. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.
F4: Option to acquire Issuer's Common Stock from another shareholder within 60 days of the consummation of the Business Combination.