Chief Financial Officer Hayden Phillip Brady gifted 35,578 shares, received a gift of 35,578 shares, sold $4,891 worth of shares (1,000 units at $4.89), converted options into 50,833 shares and covered exercise/tax liability with 15,255 shares (SEC Form 4)
$CURI
Movies/Entertainment
Consumer Discretionary
| 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
CuriosityStream Inc. [ CURI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/07/2025 | ||||||||||||||||||||||||||
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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 | 05/07/2025 | M | 50,833 | A | (1) | 50,833 | D | |||
| Common Stock | 05/07/2025 | F | 15,255(2) | D | $4.63 | 35,578 | D | |||
| Common Stock | 05/08/2025 | G | 35,578(3) | D | $0 | 0 | D(3) | |||
| Common Stock | 05/08/2025 | G | 35,578(3) | A | (3) | 91,052 | I(3) | Held by P. Brady Hayden Revocable Trust, of which Mr. Hayden is the trustee. | ||
| Common Stock | 05/09/2025 | S | 1,000 | D | $4.8906 | 90,052 | I | Held by P. Brady Hayden Revocable Trust, of which Mr. Hayden is the trustee. | ||
| Common Stock | 25,000 | I | Held by Plan Z, LLC, of which Mr. Hayden is managing member. | |||||||
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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 | ||||||||
| Restricted Stock Units | (1) | 05/07/2025 | M | 50,833 | (1) | (1) | Common Stock | 50,833 | (1) | 101,667 | D | ||||
| Explanation of Responses: |
| 1. On October 9, 2024, the Company granted Brady Hayden 152,500 restricted stock units ("RSUs") under the 2020 Omnibus Incentive Plan (the "Award"). Each RSU represents a contingent right to receive one share of common stock. On May 7, 2025, the Board determined that the Company met the first performance condition of the Award, by achieving more than $4,500,000 in adjusted free cash flow since October 1, 2024, and thereby triggering the vesting of one-third of the Award, or 50,833 RSUs. The second performance condition that would trigger vesting and distribution of the remaining two-thirds of the Award is confirmation by the Board that the Company achieved at least $9 million in adjusted free cash flow during the period October 1, 2024 through September 30, 2025. In the event that the second performance condition is not met, the remaining RSUs will be cancelled. Vesting is subject to continued employment on the vesting date. |
| 2. Represents the withholding of shares of the Company's common stock for tax purposes in connection with the vesting of restricted stock units previously granted, which does not constitute an actual sale or other open market transaction. |
| 3. Reflects the exempt transfer of 35,578 shares from Mr. Hayden to P. Brady Hayden Revocable Trust on May 08, 2025 for no consideration. The reporting person is trustee of the trust, and the reporting person is the sole beneficiary of the trust. The reporting person remains the beneficial owner of the securities held by the trust. |
| Remarks: |
| /s/ P. Brady Hayden | 05/09/2025 | |
| ** 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. | ||