| 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
Roadzen Inc. [ RDZN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/20/2023 | ||||||||||||||||||||||||||
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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 | ||||||
| Ordinary Share | 09/20/2023 | J | 765,335 | A | (1) | 765,335 | D | |||
| Ordinary Share | 09/20/2023 | J | 17,138,213 | A | (1) | 17,903,548 | I | See footnote(2) | ||
| Ordinary Share | 09/20/2023 | J | 45,854 | A | (1) | 17,949,402 | I | See footnote(3) | ||
| Ordinary Share(4) | 09/20/2023 | J | 5,616,485 | A | (1) | 5,616,485 | 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 | ||||||||
| Explanation of Responses: |
| 1. On September 20, 2023, the Issuer, formerly known as Vahanna Tech Edge Acquisition I Corp., acquired Roadzen, Inc. ("Roadzen") pursuant to an Agreement and Plan of Merger, as amended, by and among the Issuer, Roadzen and certain other parties thereto (the "Merger Agreement"). Pursuant to the Merger Agreement, each outstanding share of Roadzen common stock, including common stock issued upon conversion of each outstanding share of Roadzen's preferred stock, held by the Reporting Person was cancelled and converted into the right to receive 27.21 ordinary shares of the Issuer ("Issuer ordinary shares"). |
| 2. Avacara Pte Ltd. ("Avacara") is the record holder of the securities reported herein. Mr. Malhotra is the majority shareholder and managing director of Avacara, a Singapore corporation with offices located at 14 Robinson Road, #12-01/02, Far East Finance Building, Singapore, 048545, and as such may be deemed to have beneficial ownership of the Issuer ordinary shares held directly by Avacara. Mr. Malhotra disclaims any beneficial ownership of the shares held by Avacara, except to the extent of his pecuniary interest therein. |
| 3. RM Securities LLC is the record holder of the securities reported herein. Mr. Malhotra is the sole member of RM Securities LLC and as such may be deemed to have beneficial ownership of the Issuer ordinary shares held directly by RM Securities LLC. Mr. Malhotra disclaims any beneficial ownership of the shares held by RM Securities LLC, except to the extent of his pecuniary interest therein. |
| 4. Represents Issuer ordinary shares underlying restricted stock units ("Issuer RSUs") issued under the Roadzen Inc. 2023 Omnibus Incentive Plan, as amended and/or restated from time to time (the "Plan"). Each Issuer RSU represents the contingent right to receive one Issuer ordinary share. The Issuer RSUs were issued to the Reporting Person pursuant to the Merger Agreement, which generally provided that, in connection with the Closing, each unvested restricted stock unit in Roadzen would be assumed by the Issuer under the Plan as a "substitute award" and converted into the right to receive 27.21 Issuer RSUs. Each Issuer RSU fully vests on September 18, 2024, subject to the Reporting Person's continuous service with the Issuer through the vesting date. |
| Remarks: |
| Chief Executive Officer and Director |
| /s/ Jeremy Chang, Attorney-in-Fact | 09/22/2023 | |
| ** 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 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. | ||