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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Class A Units | $ 0 (8) | 05/23/2022 | M | 260,000 | (8) | (8) | Class A Common Stock | 260,000 | $ 0 | 0 | I | Lionheart Equities LLC (2) | |||
Class A Units | $ 0 (8) | 05/23/2022 | M | 185,000 (1) | (8) | (8) | Class A Common Stock | 185,000 | $ 0 | 0 | I | Lionheart Investments, LLC (2) | |||
Warrants | $ 11.5 | 05/23/2022 | A | 130,000 | 06/02/2022 | 05/23/2027 | Class A Common Stock | 130,000 | $ 0 | 130,000 | I | Lionheart Equities, LLC (2) | |||
Warrants | $ 0 | 05/23/2022 | J | 8,750 (9) | (9) | (9) | Class A Common Stock | 8,750 | $ 0 | 121,250 | I | Lionheart Equities, LLC (2) | |||
Warrants | $ 11.5 | 05/23/2022 | A | 92,500 | 06/02/2022 | 05/23/2027 | Class A Common Stock | 92,500 | $ 0 | 92,500 | I | Lionheart Investments, LLC (4) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Sternberg Ophir 2701 LE JEUNE ROAD, FLOOR 10 CORAL GABLES, FL 33134 |
X | X |
/s/ Ophir Sternberg | 05/25/2022 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | These shares were previously inadvertently aggregated into the shares owned by Lionheart Equities, LLC ("Sponsor"). |
(2) | These shares of Class A Common Stock ("Class A Shares") are owned directly by Sponsor, an entity which Mr. Sternberg owns and controls. |
(3) | These shares were transferred to certain affiliates of Sponsor in connection with the closing of the Issuer's business combination on May 23, 2022 (the " Business Combination"). |
(4) | These Class A shares are owned directly by Lionheart Investments, LLC ("Investments"), an entity which Mr. Sternberg owns and controls. |
(5) | These Class A shares are owned directly by Star Mountain Equities, LLC, an entity which Mr. Sternberg owns and controls. |
(6) | These Class A shares are owned directly by 2022 OS Irrevocable Trust, over which Mr. Sternberg has sole investment and dispository power as its trustee. |
(7) | Reflects the cancellation for no consideration of Class B Common Stock ("Class B Shares") of the Issuer in connection with the conversion of the Class B Shares into Class A Shares. These Class B Shares were converted into Class A Shares, on a one-for-one basis, in connection with the closing of the Business Combination. |
(8) | Each of these Class A Units were converted into (i) one Class A Share of Issuer and (ii) one-half of one Warrant to purchase a Class A Share of Issuer at an exercise price of $11.50 per share upon the completion of the combination transaction. |
(9) | The warrants were transferred to certain affiliates of Sponsor in connection with the closing of the Business Combination for no consideration. |