SEC Form 4: Mcdonald John Michael returned $2,293,115 worth of shares to the company (128,107 units at $17.90), closing all direct ownership in the company to satisfy withholding obligation
$POSH
Department/Specialty Retail Stores
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). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Poshmark, Inc. [ POSH ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/05/2023 | ||||||||||||||||||||||||||
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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 | ||||||
| Class A Common Stock | 01/05/2023 | D(1) | 128,107(2)(3) | D | $17.9(1) | 0 | 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 | ||||||||
| Restricted Stock Units | (3)(4) | 01/05/2023 | D(3) | 18,334 | (3)(4) | 08/19/2027 | Class B Common Stock | 18,334 | (3) | 0 | D | ||||
| Restricted Stock Units | (3)(5) | 01/05/2023 | D(3) | 21,740 | (3)(5) | (3)(5) | Class A Common Stock | 21,740 | (3) | 0 | D | ||||
| Class B Common Stock | (1) | 01/05/2023 | D(1) | 49,179 | (1)(6) | (1)(6) | Class B Common Stock | 49,179 | $17.9(1) | 0 | D | ||||
| Stock Option (Right to Buy) | $0.41 | 01/05/2023 | D(7) | 143,137 | (7)(8) | 11/19/2023 | Class B Common Stock | 143,137 | (7) | 0 | D | ||||
| Stock Option (Right to Buy) | $1.11 | 01/05/2023 | D(7) | 100,000 | (7)(8) | 09/17/2025 | Class B Common Stock | 100,000 | (7) | 0 | D | ||||
| Stock Option (Right to Buy) | $1.52 | 01/05/2023 | D(7) | 153,742 | (7)(8) | 05/08/2027 | Class B Common Stock | 153,742 | (7) | 0 | D | ||||
| Stock Option (Right to Buy) | $10.77 | 01/05/2023 | D(7) | 80,000 | (7)(9)(10)(11) | 01/14/2029 | Class B Common Stock | 80,000 | (7) | 0 | D | ||||
| Explanation of Responses: |
| 1. Pursuant to the Agreement and Plan of Merger, dated October 3, 2022 (the "Merger Agreement"), by and among Poshmark, Inc. ("Issuer"), NAVER Corporation ("Parent"), Proton Parent, Inc. ("Proton Parent"), and Proton Merger Sub, Inc. ("Merger Sub"), on January 5, 2023, Merger Sub merged with and into Issuer, with Issuer surviving the merger as an indirect subsidiary of Parent (such merger and the other transactions contemplated by the Merger Agreement, the "Merger"). At the effective time of the Merger (the "Effective Time"), each then outstanding share of Issuer's Class A common stock was cancelled, extinguished and converted into the right to receive an amount in cash equal to $17.90, without interest (the "Merger Consideration"), subject to applicable withholding taxes. |
| 2. Includes shares represented by a restricted stock unit ("RSU"). Each RSU represents a contingent right to receive one share of the Issuer's Class A common stock upon settlement. |
| 3. At the Effective Time, each RSU award that remained unvested and outstanding immediately prior to the Effective Time (an "Unvested Company RSU") was automatically cancelled and converted into a contingent right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (i) the Merger Consideration and (ii) the total number of shares of Issuer's Class A common stock or Class B common stock subject to such Unvested Company RSU (the "Cash Replacement Company RSU Amounts"), which Cash Replacement Company RSU Amounts will, subject to the Reporting Person's continued service with Parent or its affiliates through the applicable vesting dates, vest and be payable at the same time as the Unvested Company RSU for which such Cash Replacement Company RSU Amounts were exchanged would have vested pursuant to its terms. |
| 4. Each RSU represents the right to receive one share of Class B common stock. The RSUs are subject to time- and performance-based vesting. The units shall satisfy the time-based vesting as to 25% of the units on April 1, 2021 and as to the remainder in 12 quarterly installments thereafter, subject to the Reporting Person's continued service to the Issuer through each such vesting date. The performance-based vesting condition was satisfied upon the Issuer's initial public offering (as defined in the Issuer's 2011 Stock Option and Grant Plan). On January 1, 2023, the RSUs originally scheduled to vest over the course of 2023 were accelerated to vest on such date. |
| 5. Each RSU represents a contingent right to receive one share of the Issuer's Class A common stock. 1/8th of the RSUs vested on September 1, 2022 with the remainder vesting each three months thereafter, subject to the Reporting Person's continued service through the applicable vesting date. On January 1, 2023, the RSUs originally scheduled to vest over the course of 2023 were accelerated to vest on such date. |
| 6. Each share of Class B common stock is convertible into one share of Class A common stock at the option of the holder and has no expiration date. |
| 7. At the Effective Time, each outstanding stock option to purchase shares of Issuer's Class B common stock that was vested as of immediately prior to the Effective Time with an exercise price per share less than $17.90 (a "Vested Company Option") was automatically cancelled and converted into the right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (i) the number of shares of Issuer Class A common stock or Class B common stock subject to such Vested Company Option and (ii) the excess, if any, of the Merger Consideration over the exercise price per share of such Vested Company Option. |
| 8. These options are vested and exercisable as of the date hereof. |
| 9. At the Effective Time, each Company Option that was not a Vested Company Option and was outstanding and unvested as of immediately prior to the Effective Time with an exercise price per share less than $17.90 (an "Unvested Company Option") was automatically cancelled and converted into a contingent right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (i) the number of shares of Issuer's Class A common stock or Class B common stock subject to such Unvested Company Option and (ii) the excess, if any, of the Merger Consideration over the exercise price per share of such Unvested Company Option (the "Cash Replacement Company Option Amounts"), which Cash Replacement Company Option Amounts will, subject to the Reporting Person's continued service with Parent or its affiliates through the applicable vesting dates, |
| 10. (Continued from Footnote 9) vest and be payable at the same time as the Unvested Company Option for which the Cash Replacement Company Option Amounts is exchanged would have vested pursuant to its terms. |
| 11. 1/4th of the shares subject to the option vested and became exercisable on February 1, 2020 and the balance vests and becomes exercisable in 36 equal monthly installments thereafter. |
| Remarks: |
| /s/ Evan Ferl, Attorney-in-Fact | 01/09/2023 | |
| ** 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. | ||