SEC Form 4: Beilman Kyle was granted 2,489,980 shares
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| 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). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
VPC Impact Acquisition Holdings III, Inc. [ DAVE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/05/2022 | ||||||||||||||||||||||||||
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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 | 01/05/2022 | A | 2,489,980(1) | A | (2) | 2,489,980 | D | |||
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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 | ||||||||
| Stock Option (right to buy) | $0.4(3) | 01/05/2022 | A(4) | 894,654 | (5) | 11/13/2028 | Class A Common Stock | 894,654 | (4) | 894,654 | D | ||||
| Explanation of Responses: |
| 1. Includes 1,422,106 shares of class A Common Stock underlying an option that was early exercised by the Reporting Person. Of the total amount early exercised, 533,290 shares of Class A Common Stock are subject to vesting. The option vested 1/48th on July 27, 2019 and monthly thereafter, subject to the Reporting Person's continuous service through each vesting date, and 50% of the then unvested shares will immediately vest if the Reporting Person is terminated without cause within 120 days of a Change of Control (as defined in Legacy Dave's 2017 Stock Plan). |
| 2. On January 5, 2022, pursuant to that certain Agreement and Plan of Merger, dated as of June 7, 2021 (the "Merger Agreement"), by and among VPC Impact Acquisition Holdings III, Inc. (the "Issuer"), Dave Inc., a Delaware corporation ("Legacy Dave"), and the other parties thereto, the Issuer completed its initial business combination (the "Business Combination"). As a result of the Business Combination, the Issuer changed its name to Dave Inc. In connection with the Business Combination and a recapitalization in accordance with the Merger Agreement, 1,838,455 shares of Class A Common Stock of Legacy Dave held by the Reporting Person were converted into 2,489,980 shares of Class A Common Stock of the Issuer. The issuance of the shares was approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). |
| 3. This exercise price reflects the conversion of Legacy Dave options to options to purchase shares of Class A Common Stock of the Issuer. |
| 4. In connection with the Business Combination and in accordance with the Merger Agreement, an option to purchase 660,560 shares of Class A Common Stock of Legacy Dave held by the Reporting Person was converted into an option to purchase 894,654 shares of Class A Common Stock of the Issuer. The issuance of the option was approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Exchange Act. |
| 5. The option vests 25% on July 15, 2019 and 1/48th monthly thereafter, subject to the Reporting Person's continuous service through each vesting date. |
| Remarks: |
| /s/ John Ricci, as Attorney-in-Fact | 01/07/2022 | |
| ** 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. | ||