Offerpad Solutions Inc. — Director's Dealing 2021

Sep 4, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Offerpad Solutions Inc. (OPAD)
CIK: 0001825024
Period of Report: 2021-09-01

Reporting Person: Bair Brian (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-09-01	Class A Common Stock	A	12168007	—	Acquired	12168007	Direct
2021-09-01	Class A Common Stock	A	2648229	—	Acquired	2648229	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-09-01	Class B Common Stock	$	A	14816236	Acquired		Class A Common Stock (14816236)	Direct
2021-09-01	Stock Options	$0.73	A	968418	Acquired	2027-02-09	Class A Common Stock (968418)	Direct
2021-09-01	Stock Options	$0.69	A	1792809	Acquired	2027-02-09	Class A Common Stock (1792809)	Direct
2021-09-01	Stock Options	$0.69	A	124463	Acquired	2027-07-10	Class A Common Stock (124463)	Direct

Footnotes

F1: On September 1, 2021, pursuant to that certain Agreement and Plan of Merger, dated as of March 17, 2021, by and among the Issuer, Orchids Merger Sub LLC ("Merger Sub") and OfferPad, Inc. ("Old Offerpad"), Merger Sub merged with and into Old Offerpad with Old Offerpad surviving as a wholly owned subsidiary of Supernova Partners Acquisition Company, Inc., which changed its name to Offerpad Solutions, Inc. (the "Merger"). Upon consummation of the Merger each issued and outstanding share of common stock of Old Offerpad was automatically cancelled and converted into approximately 7.533 (the "Exchange Ratio") shares of Class A common stock of the Issuer.

F2: Each Class B common stock representes a contingent right to receive one share of Class A common stock.

F3: Each share of Class B common stock is convertible at any time at the option of the holder into one share of the Issuer's Class A common stock or upon the earliest to occur of (a) the date that is nine months following the date on which Mr. Bair (x) is no longer providing services, whether upon death, resignation, removal or otherwise, to Offerpad Solutions as a member of the senior leadership team, officer or director and (y) has not provided any such services for the duration of such nine-month period; and (b) the date as of which the Mr. Bair or his permitted transferees have transferred, in the aggregate, more than seventy-five (75%) of the shares of Class B common stock that were held by Mr. Bair and his permitted transferees as of September 1, 2021.

F4: The option is vested and fully exercisable.

F5: Upon consummation of the Merger, each issued and outstanding option to purchase one share of common stock of Old Offerpad was automatically cancelled and converted into an option to purchase approximately 7.533 shares of Class A common stock of the Issuer, and the exercise price was adjusted by the Exchange Ratio.