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Grindr Inc. Director's Dealing 2023

Sep 19, 2023

31379_dirs_2023-09-19_7c958000-5c44-4530-8a02-d37b39cb84c8.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Grindr Inc. (GRND)
CIK: 0001820144
Period of Report: 2023-09-15

Reporting Person: Zage George Raymond III (Director, 10% Owner)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2023-09-15 Common Stock, par value $0.0001 per share S 663480 $0.63 Disposed 72278806 Indirect

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2023-09-15 Guaranteed Exchangeable Note (Initial Issue) $7.51 P Acquired 2024-03-30 Common Stock (196276) Indirect
2023-09-15 Guaranteed Exchangeable Note (Second Issue) $6.69 P Acquired 2024-03-30 Common Stock (228127) Indirect
2023-09-15 Guaranteed Exchangeable Note (Third Issue) $6.46 P Acquired 2024-03-30 Common Stock (125914) Indirect
2023-09-15 Warrants (right to buy) $11.50 S 1800320 Disposed 2027-11-18 Common Stock (1800320) Indirect

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock, par value $0.0001 per share 5560000 Direct

Footnotes

F1: Tiga SVH Investments Ltd. is 100% owned by Tiga Investments Pte. Ltd., which is 100% owned by the Reporting Person.

F2: These Guaranteed Exchangeable Notes (each, a "Note" and, collectively, the "Notes") are issued by Longview Grindr Holdings Limited under the terms and conditions of that certain Exchangeable Note Instrument, dated September 15, 2023.

F3: The conversion price was determined by multiplying the volume weighted average price of the Issuer's Common Stock for the last five consecutive trading days (the "Spot VWAP") as of March 30, 2023, which was $6.26, by 120%. If at any time the Spot VWAP is less than or equal to 80% of the then effective Spot VWAP for five consecutive trading days, the Spot VWAP for the purposes of determining the conversion price will be automatically adjusted downwards to the Spot VWAP calculated as of the fifth such consecutive trading day.

F4: Each note may be converted when the underlying shares of the Issuer's Common Stock may be transferred without restrictions or encumbrances and are freely tradeable.

F5: The Note matures on March 30, 2024.

F6: The Note is held by Big Timber Holdings, LLC, a Nevis limited liability company ("Big Timber"). The Reporting Person is the Manager and sole member of Big Timber and exercises ultimate voting and investment power over the Note and any shares of the Issuer's Common Stock that may be acquired by Big Timber as a result of conversion of the Notes.

F7: The conversion price was determined by multiplying the Spot VWAP as of June 15, 2023, which was $6.08, by 110%. If at any time the Spot VWAP is less than or equal to 80% of the then effective Spot VWAP for five consecutive trading days, the Spot VWAP for the purposes of determining the conversion price will be automatically adjusted downwards to the Spot VWAP calculated as of the fifth such consecutive trading day.

F8: The conversion price was determined by multiplying the Spot VWAP as of September 15, 2023, which was $5.87, by 110%. If at any time the Spot VWAP is less than or equal to 80% of the then effective Spot VWAP for five consecutive trading days, the Spot VWAP for the purposes of determining the conversion price will be automatically adjusted downwards to the Spot VWAP calculated as of the fifth such consecutive trading day.