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Teads Holding Co. — Director's Dealing 2021
Jul 29, 2021
33864_dirs_2021-07-29_f933a479-2494-4495-b058-5f335e4b2d0d.zip
Director's Dealing
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SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: Outbrain Inc. (OB)
CIK: 0001454938
Period of Report: 2021-07-27
Reporting Person: LSVP VII Trust (10% Owner)
Reporting Person: Lightspeed Trustee VII, LLC (10% Owner)
Reporting Person: Eggers Barry (10% Owner)
Reporting Person: Mhatre Ravi (10% Owner)
Reporting Person: Nieh Peter (10% Owner)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2021-07-27 | Common Stock | C | 5768188 | $0.00 | Acquired | 6306314 | Direct |
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2021-07-27 | Series A Preferred Stock | $ | C | 1831702 | Disposed | Common Stock (1831702) | Direct | |
| 2021-07-27 | Series B Preferred Stock | $ | C | 1531301 | Disposed | Common Stock (1531301) | Direct | |
| 2021-07-27 | Series C Preferred Stock | $ | C | 955669 | Disposed | Common Stock (955669) | Direct | |
| 2021-07-27 | Series D Preferred Stock | $ | C | 1149515 | Disposed | Common Stock (1149515) | Direct | |
| 2021-07-27 | Series F Preferred Stock | $ | C | 263095 | Disposed | Common Stock (300001) | Direct |
Footnotes
F1: Each share of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series F Preferred Stock was converted into Common Stock prior to the completion of the Issuer's initial public offering of Common Stock, at the ratios specified in the Issuer's Eleventh Amended and Restated Certificate of Incorporation, which is included as Exhibit 3.3 to the Issuer's Registration Statement on Form S-1, as amended (File No. 333-257525), in connection with the consummation of the Issuer's initial public offering.
F2: The number of shares of Common Stock reported reflects the reverse stock-split undertaken by the Issuer that was not previously reflected in the Form 3 filed by the reporting persons on July 22, 2021.
F3: The shares of Common Stock are held directly by LSVP VII Trust ("LSVP VII"). Lightspeed Trustee VII, LLC ("Lightspeed Trustee") is the liquidating trustee of LSVP VII. Barry Eggers, Ravi Mhatre and Peter Nieh, as the members of Lightspeed Trustee, share voting and dispositive power with respect to the shares held by LSVP VII. Each individual disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
F4: These shares of Series A, Series B, Series C, Series D and Series F Preferred Stock will convert to Common Stock at the ratio specified in the company's Eleventh Amended and Restated Certificate of Incorporation, which is included as Exhibit 3.3 to the company's Registration Statement on Form S-1, as amended (File No. 333-257525), in connection with the consummation of the company's initial public offering.
F5: Includes 36,906 shares issued pursuant to a preset automatic anti-dilution adjustment set forth in the terms of the Series F Preferred Stock.