Director Pundmann Sandra was granted 133,332 shares, increasing direct ownership by 1,111% to 145,332 units (SEC Form 4)
$SNAL
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 |
|
|||||||||||||||
| 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)
|
2. Issuer Name and Ticker or Trading Symbol
Snail, Inc. [ SNAL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 06/20/2025 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 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 | ||||||
| Class A Common Stock(1)(2) | 06/20/2025 | A | 44,444(1)(2) | A | $0 | 56,444(1)(2) | D | |||
| Class A Common Stock(3)(4) | 06/20/2025 | A | 44,444(3)(4) | A | $0 | 100,888(3)(4) | D | |||
| Class A Common Stock(5)(6) | 06/20/2025 | A | 44,444(5)(6) | A | $0 | 145,332(5)(6) | D | |||
|
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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. On June 20, 2025, Snail, Inc. (the "Issuer") granted the reporting person 44,444 time-based restricted stock units ("RSUs") under the Issuer's 2022 Omnibus Incentive Plan (the "Plan") for serving as a member of the Issuer's Board of Directors (the "Board") during Fiscal 2023. The 44,444 RSUs were calculated by dividing $60,000 by $1.35, the closing price of the Class A common stock on the Nasdaq Capital Market on June 20, 2025. |
| 2. (continued from footnote 1) Each RSU represents a contingent right to receive one share of the Issuer's Class A common stock, subject to the reporting person's continuous service with the Issuer or any subsidiary of the Issuer (a "Subsidiary") through the vesting date. The RSUs vest immediately upon the execution of the Restricted Stock Unit Award Agreement (Non-Employee Directors) (the "RSU Award Agreement") by the Issuer and the reporting person, which agreement was executed prior to the filing of this report. The grant was approved by the Compensation Committee of the Board and the Board and is exempt pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). |
| 3. On June 20, 2025, the Issuer granted the reporting person 44,444 time-based RSUs under the Plan for serving as a member of the Board during Fiscal 2024. The 44,444 RSUs were calculated by dividing $60,000 by $1.35, the closing price of the Class A common stock on the Nasdaq Capital Market on June 20, 2025. |
| 4. (continued from footnote 3) Each RSU represents a contingent right to receive one share of the Issuer's Class A common stock, subject to the reporting person's continuous service with the Issuer or any Subsidiary through the vesting date. The RSUs vest immediately upon the execution of the RSU Award Agreement by the Issuer and the reporting person, which agreement was executed prior to the filing of this report. The grant was approved by the Compensation Committee of the Board and the Board and is exempt pursuant to Rule 16b-3 under the Exchange Act. |
| 5. On June 20, 2025, the Issuer granted the reporting person 44,444 time-based restricted RSUs under the Plan for serving as a member of the Board on the date of the 2025 Annual Meeting of Stockholders. The 44,444 RSUs were calculated by dividing $60,000 by $1.35, the closing price of the Class A common stock on the Nasdaq Capital Market on June 20, 2025. |
| 6. (continued from footnote 5) Each RSU represents a contingent right to receive one share of the Issuer's Class A common stock, subject to the reporting person's continuous service with the Issuer or any Subsidiary through the vesting date. The RSUs vest in four (4) equal quarterly installments over the course of one (1) year. The grant was approved by the Compensation Committee of the Board and the Board and is exempt pursuant to Rule 16b-3 under the Exchange Act. |
| /s/ Heidy Chow, Attorney-In-Fact for Sandra Pundmann | 06/25/2025 | |
| ** 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. | ||