Large owner Revolution Management Co Llc converted options into 894,673 shares and disposed of 894,673 units of Class V Common Stock (SEC Form 4)
$ISPO
Blank Checks
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 |
|
|||||||||||||||
|
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
Inspirato Inc [ ISPO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 09/30/2024 | ||||||||||||||||||||||||||
|
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 | 09/30/2024 | C(1) | 838,423 | A | $0 | 888,423 | I | By Revolution Portico Holdings LLC(2) | ||
| Class A Common Stock | 09/30/2024 | C(1) | 56,250 | A | $0 | 56,250 | I | By Exclusive Resorts, LLC(3) | ||
| Class V Common Stock | 09/30/2024 | J(1) | 838,423 | D | $0 | 0 | I | By Revolution Portico Holdings LLC(2) | ||
| Class V Common Stock | 09/30/2024 | J(1) | 56,250 | D | $0 | 0 | I | By Exclusive Resorts, LLC(3) | ||
| Class A Common Stock | 19,973 | I | By Alps Investment Holdings LLC(4) | |||||||
|
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 | ||||||||
| Common Units | (5) | 09/30/2024 | C(1) | 838,423 | (5) | (5) | Class A Common Stock | 838,423 | (5) | 0 | I | By Revolution Portico Holdings LLC(2) | |||
| Common Units | (5) | 09/30/2024 | C(1) | 56,250 | (5) | (5) | Class A Common Stock | 56,250 | (5) | 0 | I | By Exclusive Resorts, LLC(3) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
|
| Explanation of Responses: |
| 1. Represents the mandatory, automatic exchange of Common Units ("Common Units") of Inspirato LLC ("Inspirato"), a direct subsidiary of the Issuer, for shares of Class A Common Stock and the cancellation, for no consideration, of an equivalent number of shares of Class V Common Stock (the "Mandatory Exchange"), in connection with a "Continuing Member COC" (as defined in the Eleventh Amended and Restated Limited Liability Agreement of Inspirato). |
| 2. Securities are held directly by Revolution Portico Holdings LLC ("Portico"). Revolution Management Company LLC ("Revolution") is the manager of Portico and may be deemed to beneficially own the shares held by Portico. Stephen M. Case is the manager of Revolution, and may be deemed to share voting and investment power over the shares held by Portico. Each of Revolution and Mr. Case disclaims beneficial ownership of these shares except to the extent of its or his respective pecuniary interest therein. |
| 3. Securities are held directly by Exclusive Resorts, LLC ("Exclusive"). Revolution is the manager of Exclusive and may be deemed to beneficially own the shares held by Exclusive. Stephen M. Case is the manager of Revolution, and may be deemed to share voting and investment power over the shares held by Exclusive. Each of Revolution and Mr. Case disclaims beneficial ownership of these shares except to the extent of its or his respective pecuniary interest therein. |
| 4. Shares are held directly by Alps Investment Holdings LLC ("Alps"). Revolution is the manager of Alps and may be deemed to beneficially own the shares held by Alps. Stephen M. Case is the manager of Revolution, and may be deemed to share voting and investment power over the shares held by Alps. Each of Revolution and Mr. Case disclaims beneficial ownership of these shares except to the extent of its or his respective pecuniary interest therein. |
| 5. Represents Common Units of Inspirato. Pursuant to the Eleventh Amended and Restated Limited Liability Agreement of Inspirato, prior to the Mandatory Exchange, the Reporting Person had the right to redeem the Common Units, from time to time for, at the election of the Issuer, newly-issued Class A Common Stock of the Issuer on a one-for-one basis or a corresponding amount of cash; provided, that the Issuer could elect to effect a direct exchange of Class A Common Stock for such Common Units. In connection with any redemption or exchange of Common Units, a corresponding number of shares of Class V Common Stock of the Issuer would be canceled. |
| Remarks: |
| On October 16, 2023, the Issuer effected a 1-for-20 reverse stock split of its Class A common stock and Class V common stock and Inspirato effected a corresponding 1-for-20 reverse split of the Common Units (collectively, the "Reverse Stock Split"), which is reflected in the Reporting Persons' number of securities beneficially owned reported in this filing. |
| Revolution Management Company LLC, By /s/ Stephen M. Case, Manager | 10/28/2024 | |
| /s/ Alps Investment Holdings LLC, By Revolution Management Company LLC, its Manager, By /s/ Stephen M. Case, Manager | 10/28/2024 | |
| /s/ Stephen M. Case | 10/28/2024 | |
| Revolution Portico Holdings LLC, By: Revolution Management Company LLC, its manager, By /s/ Stephen M. Case, Manager | 10/28/2024 | |
| Exclusive Resorts, LLC, By: Revolution Management Company LLC, its manager, By /s/ Stephen M. Case, Manager | 10/28/2024 | |
| ** 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. | ||