CEO Miyashita Yoko bought $100 worth of Series A Preferred Stock (1 units at $100.00), disposed of $100 worth of Series A Preferred Stock (1 units at $100.00) and covered exercise/tax liability with 957 shares, closing all direct ownership in the company (SEC Form 4)
$LFLY
Computer Software: Prepackaged Software
Technology
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Leafly Holdings, Inc. /DE [ LFLY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/11/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 06/11/2025 | F | 682(1) | D | $0.2 | 58,004 | D | |||
| Common Stock | 06/11/2025 | F | 275(2) | D | $0.2 | 57,729 | D | |||
| Series A Preferred Stock | 04/01/2025 | P(3) | 1 | A | $100 | 1 | D | |||
| Series A Preferred Stock | 06/11/2025 | J(3) | 1 | D | $100 | 0 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Explanation of Responses: |
| 1. Represents shares withheld by the Issuer to satisfy withholding taxes due in connection with the accelerated vesting of certain restricted stock units ("RSUs") granted to the reporting person on August 17, 2022, at a net settlement price equal to the closing stock price on June 11, 2025. |
| 2. Represents shares withheld by the Issuer to satisfy withholding taxes due in connection with the accelerated vesting of certain RSUs granted to the reporting person on October 6, 2022, at a net settlement price equal to the closing stock price on June 11, 2025. |
| 3. On April 1, 2025, the Reporting Person purchased one (1) share of Series A Preferred Stock, par value $0.0001 per share (the "Preferred Stock") of the Issuer from the Issuer for cash consideration of $100.00. The Preferred Stock has the rights, preferences, privileges and restrictions set forth in the Certificate of Designation of Preferences, Rights and Limitations of Series A Preferred Stock filed by the Issuer with the Secretary of State of the State of Delaware (the "Series A COD"). On June 11, 2025, the Issuer automatically redeemed, pursuant to the terms of the Series A COD, the one (1) share of Series A Preferred Stock, par value $0.0001 per share of the Issuer after the conclusion of the Issuer's Annual Meeting of Stockholders held on June 11, 2025. |
| /s/ Yoko Miyashita | 06/13/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||