Large owner Hirt Lance L. converted options into 7,047,500 shares and converted options into 2,615,202 shares (SEC Form 4)
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Finance
| 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
Bolt Projects Holdings, Inc. [ BSLK ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/16/2023 | ||||||||||||||||||||||||||
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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 | ||||||
| Class A Common Stock | 03/16/2023 | C(1) | 7,047,500 | A | (1) | 7,047,500 | I | see footnote(2) | ||
| Common Stock | 08/13/2024 | C(3) | 2,615,202 | A | (3) | 9,662,702 | I | see footnote(2) | ||
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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 | ||||||||
| Class B Common Stock | (1) | 03/16/2023 | C(1) | 7,047,500 | (1) | (1) | Class A Common Stock | 7,047,500 | (1) | 0 | I | see footnote(2) | |||
| Explanation of Responses: |
| 1. The shares of Class B common stock automatically convert into shares of Class A common stock at the time of the initial business combination of Golden Arrow Merger Corp. (the "Issuer"), or earlier at the option of the holder, on a one-for-one basis, subject to adjustment as set forth in the Issuer's registration statement on Form S-1 (File No. 333-253465), as amended (the "Registration Statement"). On March 16, 2023, Golden Arrow Sponsor, LLC (the "Sponsor") voluntarily converted 7,047,500 shares of Class B common stock of the Issuer it held into 7,047,500 shares of Class A common stock in accordance with the amended and restated certificate of incorporation of the Issuer, as amended. |
| 2. The securities are held directly by the Sponsor and indirectly by the Reporting Person. The Sponsor is controlled by the Reporting Person, Timothy Babich, Jacob Doft and Andrew Rechtschaffen. Accordingly, each of the Reporting Person and Messrs. Babich, Doft and Rechtschaffen share voting and dispositive power over these securities held by the Sponsor and may be deemed to beneficially own such shares. Each of the Reporting Person and Messrs. Babich, Doft and Rechtschaffen disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein. |
| 3. Represents 2,615,202 shares of common stock of the Issuer converted from the convertible promissory notes issued by Bolt Threads, Inc. ("Bolt Threads"), a Delaware corporation, for cash since October 2023 upon the closing of the business combination (the "Closing") by and among the Issuer, Beam Merger Sub, Inc. ("Merger Sub"), a Delaware corporation, and Bolt Threads, pursuant to a business combination agreement entered into on October 4, 2023 (as amended, the "Business Combination Agreement"). At the Closing, Merger Sub merged with and into Bolt Threads, with Bolt Threads surviving the merger and becoming a wholly-owned direct subsidiary of the Issuer, and the Issuer was renamed to Bolt Projects Holdings, Inc. |
| /s/ Tricia Branker, Attorney-in-Fact | 08/15/2024 | |
| ** 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. | ||