Director Tech Eric M. sold $6,955 worth of shares (8,560 units at $0.81), covered exercise/tax liability with 8,772 shares and was granted 48,232 shares, decreasing direct ownership by 6% to 144,018 units (SEC Form 4)
$SPRU
Auto Parts:O.E.M.
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
SPRUCE POWER HOLDING CORP [ SPRU ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/15/2023 | ||||||||||||||||||||||||||
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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 | 03/15/2023 | S | 8,560(1)(2) | D | $0.8125(2) | 144,018(3) | D | |||
| Common Stock | 05/29/2024 | F | 8,772 | D | $0.4388 | 144,018(3) | D | |||
| Common Stock | 08/12/2024 | A | 48,232(4) | A | $0 | 144,018(3) | D | |||
| Common Stock | 6,313(3) | I | By spouse's trust | |||||||
| Common Stock | 3,125(3) | I | By daughter | |||||||
| Common Stock | 3,125(3) | I | By daughter | |||||||
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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. This transaction was inadvertently effectuated within six months of matching acquisitions. Accordingly, the Reporting Person realized short-swing profits of $50.00 under Section 16(b) of the Securities Exchange Act of 1934, as amended, as a result of the purchases of securities on June 1, 2023 and the disposition of the Issuer's common shares reported herein, which was a sell-to-cover transaction to satisfy certain tax obligations of the Reporting Person incurred with the vesting and settlement of certain Restricted Stock Units (RSUs). The Reporting Person has voluntarily disgorged to the Issuer all of such short-swing profits realized by the Reporting Person from such transactions. |
| 2. Reflects an adjustment for the 1 to 8 reverse stock split of the Issuer's common stock, effectuated on October 6, 2023. |
| 3. Amount shown reflects the amount of securities beneficially owned by the Reporting Person as of the date this Form 4 is filed. |
| 4. The securities awarded are in the form of RSUs that each represent a contingent right to receive one share of the Issuer's common stock. Subject to the reporting person's continued service through the vesting date, the RSUs will vest in full on August 12, 2025. |
| /s/ Jonathan M. Norling, as Attorney-in-Fact | 03/31/2025 | |
| ** 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. | ||