Tirman Jeffrey disposed of 4,020 shares, sold $1,886,900 worth of shares (115,000 units at $16.41) and bought $2,945,980 worth of shares (294,598 units at $10.00) (SEC Form 4) (Amendment)
$ASPA
Finance: Consumer Services
Finance
| 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
Collective Audience, Inc. [ CAUD ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/12/2021 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) 09/09/2021 |
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 | ||||||
| Common Stock | 08/12/2021 | P | 276,250 | A | $10(1) | 1,713,750 | I | See Footnotes(2) | ||
| Common Stock | 08/23/2021 | J(3) | 4,020 | D | $0 | 1,709,730(4) | I | See Footnotes(2) | ||
| Common Stock | 08/23/2021 | P | 18,348 | A | $10(1) | 1,728,078 | I | See Footnotes(2) | ||
| Common Stock | 04/11/2023 | S | 75,000 | D | $10.78(5) | 1,653,078 | I | See Footnotes(2) | ||
| Common Stock | 11/02/2023 | S | 40,000 | D | $26.96(5) | 1,613,078 | I | See Footnotes(2) | ||
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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 | ||||||||
| Warrants | $11.5 | 08/12/2021 | P | 276,250 | 11/02/2024 | 11/02/2028 | Common Stock | 276,250 | (1) | 276,250 | I | See Footnotes(2) | |||
| Warrants | $11.5 | 08/23/2021 | P | 18,348 | 11/02/2024 | 11/02/2028 | Common Stock | 18,348 | (1) | 294,598 | I | See Footnotes(2) | |||
| Explanation of Responses: |
| 1. Reflects the purchase price for Units (the "Private Placement Units") consisting of one share of Common Stock and one warrant to purchase one share of Common Stock (the "Warrant") at a purchase price of $10.00 per Private Placement Unit pursuant to the Private Placement Unites Purchase Agreement dated August 10, 2021 entered into between the Issuer and the Reporting Person. No portion of the purchase price for the Private Placement Units was allocated to the Warrants. |
| 2. Abri Ventures I, LLC ("Abri Ventures") is the record holder of the securities reported herein. Jeffrey Tirman is the authorized person of Abri Ventures and may be deemed to have beneficial ownership of the securities held of record by Abri Ventures. Such person disclaims any such beneficial ownership except to the extent of his pecuniary interest therein. |
| 3. As contemplated in connection with the initial public offering of the Issuer, 4,020 shares of Common Stock of the Issuer were returned by the reporting person to the Issuer for no consideration and cancelled because the underwriters' over-allotment option was not exercised in full. |
| 4. Amended to correct Amount of Securities Beneficially Owned on August 23, 2021 included in column 5. |
| 5. Amounts reflect the imputed price based on the Nasdaq Official Closing Price of the Issuer's Common Stock as reported by Nasdaq on the trading day prior to the date reported as the transaction did not involve a cash payment. |
| /s/ Jeffrey Tirman | 12/13/2023 | |
| ** 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. | ||