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Palladyne AI Corp. Director's Dealing 2021

Jan 14, 2021

33127_dirs_2021-01-14_0bdf02c7-abb7-4c17-a43c-620ee7b18809.zip

Director's Dealing

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SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Rotor Acquisition Corp. (ROT.U)
CIK: 0001826681
Period of Report: 2021-01-14

Reporting Person: FINN BRIAN D (Director, Chief Executive Officer, 10% Owner)
Reporting Person: Rotor Sponsor LLC (10% Owner)

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Class B Common Stock $ Class A Common Stock (6900000) Indirect
Warrants $11.50 Class A Common Stock (5794230) Indirect

Footnotes

F1: The Class B Common Stock will automatically convert into shares of Class A Common Stock at the time of the Issuer's initial business combination on a one-for-one basis, subject to adjustment. The Class B Common Stock has no expiration date.

F2: Includes up to 900,000 shares of Class B Common Stock that may be forfeited if the underwriters in the Issuer's initial public offering do not exercise the overallotment option in full. This amount does not reflect the cancellation of up to 686,538 shares of Class B Common Stock (or 790,384 shares if the underwriters exercise their overallotment option in full) owned by the sponsor in connection with the issuance of a like number of shares to affiliates of BlackRock Inc. and Millenium Management LLC.

F3: These securities are owned directly by Rotor Sponsor LLC, a ten percent owner of the Issuer, and indirectly by its managing member, Brian Finn, the Issuer's Chief Executive Officer. Mr. Finn disclaims beneficial ownership of the securities held by Rotor Sponsor LLC except to the extent of his pecuniary interest therein.

F4: Each warrant will become exercisable on the later of 30 days after the completion of the Issuer's initial business combination or January 14, 2022.

F5: Each warrant will expire five years after the completion of an initial business combination.

F6: Represents warrants which, prior to the effective date of the registration statement relating to the Issuer's initial public offering, Rotor Sponsor LLC irrevocably commmitted to purchase. Does not include up to 636,924 warrants which such entity irrevocably committed to purchase in the event the underwriters in the Issuer's initial public offering exercise the overalloptment option in full.