SEC Form 3: New insider Mudrick Distressed Opportunity 2020 Dislocation Fund, L.P. claimed ownership of 266,156 shares (Amendment)
$IPVA
Consumer Electronics/Appliances
Industrials
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Date of Event Requiring Statement
(Month/Day/Year) 12/08/2022 |
3. Issuer Name and Ticker or Trading Symbol
Getaround, Inc [ GETR ] |
|||||||||||||
|
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
5. If Amendment, Date of Original Filed
(Month/Day/Year) 12/19/2022 |
||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||
| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 266,156(2) | I | See Notes(1)(9)(10)(11) |
|
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Convertible Notes | 12/08/2022 | (3) | Common Stock | 15,217,993(3) | (4) | I | See Notes(1)(9)(10)(11) |
| Warrants (right to buy) | (5)(6) | 12/08/2027 | Common Stock | (5)(6)(7)(8) | 11.5(8) | I | See Notes(1)(9)(10)(11) |
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
| Explanation of Responses: |
| 1. This statement is being filed by the following Reporting Persons: Mudrick Capital Management, L.P. ("MCM"), Mudrick Capital Management, LLC ("MCM GP"), Jason Mudrick, Mudrick Distressed Opportunity Fund Global, L.P. ("Global LP"), Mudrick Distressed Opportunity Drawdown Fund II, L.P. ("Drawdown II"), Mudrick Distressed Opportunity Drawdown Fund II SC, L.P. ("Drawdown II SC"), Mudrick GP, LLC ("Mudrick GP"), Mudrick Distressed Opportunity Drawdown Fund II GP, LLC ("Drawdown II GP"), Mudrick Distressed Opportunity 2020 Dislocation Fund, L.P. ("DISL"), Mudrick Distressed Opportunity 2020 Dislocation Fund GP, LLC ("DISL GP"), Mudrick Distressed Opportunity SIF Master Fund, L.P. ("SIF"), Mudrick Distressed Opportunity SIF GP, LLC ("SIF GC"), Mudrick Stressed Credit Master Fund, L.P. ("MSC"), Mudrick Stressed Credit Fund GP, LLC ("MSC GP"), Mudrick Opportunity Co-Investment Fund, LP ("Co-Invest"), Mudrick Opportunity Co-Investment Fund GP, LLC ("Co-Invest GP"). |
| 2. Represents shares of Common Stock directly held as follows: 66,362 by Global LP; 44,842 by Drawdown II; 4,386 by Drawdown II SC; 11,259 by DISL; 9,280 by SIF; 24,077 by MSC; 7,604 by Co-Invest; and 98,346 by certain accounts managed by MCM (collectively, the "Mudrick Funds"). |
| 3. Represents shares of Common Stock issuable as of 12/8/2022 as follows upon conversion of Convertible Notes: 3,794,238 to Global LP; 2,563,928 to Drawdown II; 250,792 to Drawdown II SC; 643,764 to DISL; 530,629 to SIF; 1,376,663 to MSC; 434,800 to Co-Invest; and 5,623,179 to certain accounts managed by MCM. These amounts are subject to adjustment as described in footnote 4. The Convertible Notes also accrue interest payable semi-annually, in cash or in-kind (in the Issuer's discretion), in arrears on December 15 and June 15 of each year, beginning on 6/15/2023, at a rate of 8.00% per annum (if paid in cash) or 9.50% per annum (if paid in-kind), subject to an additional 2.00% that would be payable during an event of default. The Convertible Notes will mature on December 8, 2027, unless earlier converted, redeemed or repurchased. |
| 4. The initial conversion rate of the Convertible Notes is 86.96 shares of Common Stock per $1,000 principal amount of Convertible Notes, which is equivalent to an initial conversion price of approximately $11.50 per share. The initial conversion price is subject to a downward adjustment to 115% of the average daily volume-weighted average trading price ("VWAP") of Common Stock for the 90 trading days after 12/8/2022, subject to a minimum conversion price of $9.21 per share, and to further adjustments as provided in the Convertible Notes Indenture filed with the SEC by the Issuer. |
| 5. The number of shares of Common Stock underlying private Warrants to be issued to the Reporting Persons on substantially the same terms as the Issuer's publicly traded Warrants within 100 trading days following 12/8/2022, having an aggregate value equal to $3.5 million, was equal to 2,800,000 as of 12/8/2022, based upon a value of $1.25 per Warrant. The value will be automatically adjusted upward or downward to reflect the VWAP reported by Bloomberg LP (subject to customary proportionate adjustments affecting the outstanding shares of Common Stock) of the Issuer's publicly traded Warrants during the 90 trading days following 12/8/2022, subject to a maximum upward or downward adjustment of $0.75 per Warrant, which may cause the number of shares underlying the Warrants to increase to no more than 7,000,000 or to decrease to no less than 1,750,000, as applicable. |
| 6. The Issuer may, in its discretion, pay the Reporting Persons an aggregate amount of $3.5 million in cash in lieu of issuing the Warrants. |
| 7. Represents shares of Common Stock underlying private Warrants to be issued to the Reporting Persons as of 12/8/2022 as follows: 698,112 to Global LP; 471,744 to Drawdown II; 46,144 to Drawdown II SC; 118,448 to DISL; 97,632 to SIF; 253,296 to MSC; 80,000 to Co-Invest; and 1,034,624 to certain accounts managed by MCM. These amounts are subject to adjustment as described in footnote 5. |
| 8. The number shares underlying the Warrants and the exercise price are subject to further adjustment as provided in the Warrant Agreement, to be filed with the SEC by the Issuer. |
| 9. Mudrick GP is the general partner of Global LP and may be deemed to beneficially own the number of securities of the Issuer directly held by Global LP. Drawdown II GP is the general partner of Drawdown II and Drawdown II SC and may be deemed to beneficially own the securities of the Issuer directly held by Drawdown II and Drawdown II SC. DISL GP is the general partner of DISL and may be deemed to beneficially own the number of securities of the Issuer held by DISL. SIF GP is the general partner of SIF and may be deemed to beneficially own the securities of the Issuer directly held by SIF. MSC GP is the general partner of MSC and may be deemed to beneficially own the securities of the Issuer directly held by MSC. Co-Invest GP is the general partner of Co-Invest and may be deemed to beneficially own the securities of the Issuer directly held by Co-Invest. |
| 10. MCM is the investment manager to Drawdown II, Global LP, Drawdown II SC, DISL, SIF, MSC, Co-Invest and certain accounts managed by MCM. Mr. Mudrick is the sole member of Mudrick GP, Drawdown II GP, MCM GP, DISL GP, SIF GP, MSC GP and Co-Invest GP. Each of MCM, MCM GP and Mr. Mudrick may be deemed to beneficially own the securities held directly by Global LP, Drawdown II, Drawdown II SC, DISL, SIF, MSC, Co-Invest and certain accounts managed by MCM. |
| 11. The Reporting Persons disclaim any beneficial ownership of the reported securities other than to the extent of any pecuniary interest they may have therein, directly or indirectly. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities of the Issuer in excess of their respective pecuniary interests. |
| Remarks: |
| This Form 3/A is being filed to amend certain information (including notes 2, 3, 5 and 6) in the original Form 3 filed on December 19, 2022, which is amended and restated in its entirety. Exhibit 99.1 (Joint Filer Information) is incorporated herein by reference. This Form 3/A is the second of two Form 3/As filed relating to the same event. The Form 3/A has been split into two filings because there are more than 10 Reporting Persons in total, and the SEC's EDGAR filing system limits a single Form 3/A to a maximum of 10 Reporting Persons. Each Form 3/A is filed by Designated Filer, Mudrick Capital Management, L.P. |
| See Exhibit 99.1** | 05/15/2023 | |
| ** 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 5 (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. | ||