| 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
Rubicon Technologies, Inc. [ RBT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/07/2024 | ||||||||||||||||||||||||||
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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 | ||||||
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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 | ||||||||
| Series A Convertible Perpetual Preferred Stock | $0.35(1) | 05/07/2024 | P(2) | 20,000 | (3) | (4) | Class A Common Stock | 57,142,857(1)(3) | $1,000(2) | 20,000 | I | By MBI Holdings, LP(5) | |||
| Explanation of Responses: |
| 1. Initial conversion price of $0.35, subject to adjustments as set forth in the Certificate of Designations, Preferences and Rights of Series A Convertible Perpetual Preferred Stock (the "Certificate of Designations") filed by Rubicon Technologies, Inc. (the "Issuer") with the Secretary of State for the State of Delaware on May 7, 2024 . Capitalized terms used in this Form 4 and not otherwise defined shall have the meanings ascribed to them in the Certificate of Designations. |
| 2. On May 7, 2024, the Issuer entered into a securities purchase agreement with MBI Holdings, LP ("MBI"), pursuant to which MBI purchased 20,000 shares of the Issuer's Series A Convertible Perpetual Preferred Stock, par value $0.0001 per share, with an initial liquidation preference of $1,000 per share (the "Series A Preferred Stock"), for an aggregate purchase price of $20.0 million. |
| 3. The Series A Preferred Stock is convertible at any time at the option of the holder into a number of shares of the Issuer's Class A Common Stock as is determined by multiplying the number of shares of Series A Preferred Stock to be converted by the rate per share determined by dividing (i) the sum of (x) the Accumulated Stated Value, plus (y) Compounded Dividends (if such Dividends have not yet been added to the Accumulated Stated Value) plus (z) any accrued and unpaid dividends for the most recent Dividend Period by (ii) the Conversion Price in effect immediately prior to such conversion. |
| 4. The Series A Preferred Stock is perpetual and therefore has no expiration date; however, it is redeemable by MBI and by the Issuer under certain circumstances set forth in the Certificate of Designations. |
| 5. Mr. Enrich is the general partner of MBI and has voting and dispositive control over such securities and may be deemed to beneficially own such securities held by MBI. Mr. Enrich disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. |
| /s/ Jose Miguel Enrich | 05/07/2024 | |
| ** 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. | ||