SEC Form 4 filed by Wilk Jason
$VPCC
| 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 | ||||||
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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 | ||||||||
| Class V Common Stock | (1)(2) | 01/05/2022 | A(1)(2) | 48,450,639 | (1)(2) | (1)(2) | Class A Common Stock | 48,450,639 | (1)(2) | 48,450,639 | D | ||||
| Stock Option (right to buy) | $0.72(3) | 01/05/2022 | A(4) | 11,456,061 | (5) | 03/02/2031 | Class A Common Stock | 11,456,061 | (4) | 11,456,061 | D | ||||
| Explanation of Responses: |
| 1. 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. (Continued footnote) |
| 2. In connection with the Business Combination and the recapitalization in accordance with the Merger Agreement, 35,773,100 shares of Class V Common Stock of Legacy Dave held by the Reporting Person were converted into 48,450,639 shares of Class V 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"). Shares of Class V Common Stock (i) are entitled to ten (10) votes per share, (ii) have no expiration date, (iii) are convertible into shares of Class A Common Stock at the option of the holders of Class V Common Stock at any time upon written notice to the Issuer on a one-for-one basis and (iv) will automatically convert into shares of Class A Common Stock immediately prior to the close of business on the earliest to occur of certain events specified in the Issuer's charter. |
| 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 8,458,481 shares of Class A Common Stock of Legacy Dave held by the Reporting Person was converted into an option to purchase 11,456,061 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 was granted under Legacy Dave's 2017 Stock Plan (the "Plan") and one-third of the option vests upon the Issuer's achievement of a certain stock price milestone and one-twelfth of the option vests in eight tranches if the Issuer achieves various other stock price milestones, subject to the Reporting Person's continuous employment by the Issuer as Chief Executive Officer, Executive Chair or another C-suite position reporting to the Board of Directors of the Issuer; provided, however, that if the Reporting Person's employment is terminated by the Issuer without Cause (as defined in the Plan) or he resigns for Good Reason (as defined in the Plan), then the service requirement is deemed satisfied and the option will remain outstanding and continue to vest if and when such milestone requirements are met during the period following the Reporting Person's termination of employment as specified in the option award. |
| 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. | ||