SEC Form 4 filed by CEO and Chairman Mcgurk Christopher J
$CNVS
Consumer Electronics/Video Chains
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
Cineverse Corp. [ CNVS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/01/2025 | ||||||||||||||||||||||||||
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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 | 103,526 | I | By Christopher and Jamie McGurk Living Trust(1) | |||||||
| Class A Common Stock | 492,519(2) | 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 Appreciation Right (Right to buy) | $29.4 | (3) | 06/07/2028 | Class A Common Stock | 35,000 | 35,000 | D | ||||||||
| Stock Appreciation Right (Right to buy) | $10.8 | (4) | 11/19/2030 | Class A Common Stock | 125,000 | 125,000 | D | ||||||||
| Stock Appreciation Right (Right to buy) | $9.6 | (5) | 10/17/2032 | Class A Common Stock | 125,000 | 125,000 | D | ||||||||
| Restricted Stock Unit | (6) | (6) | (6) | Class A Common Stock | 100,000 | 100,000 | D | ||||||||
| Restricted Stock Unit | (7) | 05/01/2025 | A | 120,000 | (7) | (7) | Class A Common Stock | 120,000 | $0 | 120,000 | D | ||||
| Explanation of Responses: |
| 1. The reporting person is a trustee of the Christopher and Jamie McGurk Living Trust. |
| 2. Includes 100,000 shares of restricted stock that vest as follows: 50,000 vest on April 25 of each of 2026 and 2027. |
| 3. One-third of the stock appreciation rights vested on March 31 of each of 2019, 2020 and 2021. |
| 4. 62,500 of the stock appreciation rights vested on November 19, 2020 and 62,500 of the stock appreciation rights vested on March 31, 2023. |
| 5. Of the stock appreciation rights, 41,666 vested on April 1, 2023, 41,666 vested on April 1, 2024 and 41,668 vested on April 1, 2025. |
| 6. Each restricted stock unit has a value equal to one share of Class A common stock. Of such RSUs, 50,000 vest on April 25 of each of 2025, 2026 and 2027. |
| 7. Each restricted stock unit has a value equal to one share of Class A common stock. Of such RSUs, 40,000 vest on May 1 of each of 2026, 2027 and 2028. |
| /s/ Christopher J. McGurk | 05/05/2025 | |
| ** 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. | ||