Reported relationships
Latest disclosed role at each company.
| Company | Last reported as | Report date | Published |
|---|---|---|---|
| Bilander Acquisition Corp.TWCB · Entity 125127 | 10% owner | May 09, 2022 | July 26, 2022 |
| Cellebrite DI Ltd.CLBT · Entity 4238 | Director | September 17, 2026 | September 28, 2026 |
Disclosed balances
About these balances
Latest available filing per company, not a reconstructed current portfolio. Matching sequences show the last reported balance with all source rows expandable; grouping alone does not establish account ownership. Do not add unresolved positions together. Filings may omit unchanged positions, and amendments may correct only part of an older disclosure. Jointly reported shares are not necessarily this owner's personal holdings.
Bilander Acquisition Corp.
Report date May 09, 2022 · Filed July 26, 2022
Jointly reported with Bilander Holdings, LLC, Shipyard Advisors GP, LLC, Shipyard Advisors, L.P., Bilander Aggregator, LLC, GREENE JAMES H JR
| Security / award | Ownership account | Disclosed shares / units | Disclosure context |
|---|---|---|---|
| Class B common stockSEC Table II · derivative / convertible security | Direct | 5,542,198 |
Reported balance
After 2022-05-09 transaction · row 1
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 1 · 2022-05-09 · Other · Acquired 8,334 · Balance 5,542,198 F1: As described in the issuer's registration statement on Form S-1 (File No. 333-253419) under the heading "Principal Stockholders", the Class B common stock will automatically convert into shares of Class A common stock in three tranches after the issuer's initial business combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights. Shares of Class B common stock that are issued and outstanding on the ten year anniversary of issuer's initial business combination will be automatically forfeited for no consideration. F2: Represents shares of Class B common stock transferred back to the reporting persons for no consideration following the resignation of Alexi Wellman from the issuer's board of directors on May 9, 2022. Prior to this transfer, the reporting persons held 5,533,864 shares of Class B common stock as a result of its forfeiture of 132,801 shares of Class B of common stock in connection with the partial exercise of the over-allotment option granted by the issuer pursuant to the underwriting agreement for the issuer's initial public offering. F3: This Form 4 is being filed by Bilander Holdings, LLC, a Delaware limited liability company and sponsor of the issuer ("Sponsor"). Shipyard Advisors, L.P. ("Shipyard") is the managing member of Sponsor and Bilander Aggregator, LLC. Shipyard Advisors GP, LLC is the general partner of Shipyard. As the managing members of Shipyard Advisors GP, LLC, James H. Greene and Adam H. Clammer may be deemed to have or share beneficial ownership of the Class B common stock held directly by Sponsor. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. |
Filing footnotes · ownership attribution and instrument terms
F1: As described in the issuer's registration statement on Form S-1 (File No. 333-253419) under the heading "Principal Stockholders", the Class B common stock will automatically convert into shares of Class A common stock in three tranches after the issuer's initial business combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights. Shares of Class B common stock that are issued and outstanding on the ten year anniversary of issuer's initial business combination will be automatically forfeited for no consideration.
F2: Represents shares of Class B common stock transferred back to the reporting persons for no consideration following the resignation of Alexi Wellman from the issuer's board of directors on May 9, 2022. Prior to this transfer, the reporting persons held 5,533,864 shares of Class B common stock as a result of its forfeiture of 132,801 shares of Class B of common stock in connection with the partial exercise of the over-allotment option granted by the issuer pursuant to the underwriting agreement for the issuer's initial public offering.
F3: This Form 4 is being filed by Bilander Holdings, LLC, a Delaware limited liability company and sponsor of the issuer ("Sponsor"). Shipyard Advisors, L.P. ("Shipyard") is the managing member of Sponsor and Bilander Aggregator, LLC. Shipyard Advisors GP, LLC is the general partner of Shipyard. As the managing members of Shipyard Advisors GP, LLC, James H. Greene and Adam H. Clammer may be deemed to have or share beneficial ownership of the Class B common stock held directly by Sponsor. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.
Cellebrite DI Ltd.
Report date September 17, 2026 · Filed September 28, 2026
| Security / award | Ownership account | Disclosed shares / units | Disclosure context |
|---|---|---|---|
| Ordinary shares, par value NIS 0.00001SEC Table I · non-derivative | Direct | 86,586 |
Reported balance
After 2026-09-17 transaction · row 1
1 source rowRow 1 · 2026-09-17 · Grant · Acquired 15,190 · Balance 86,586 F1: Represents an award of restricted share units ("RSUs") that will vest on September 17, 2027. Each RSU represents a contingent right to receive one Ordinary Share of the Issuer upon settlement. |
| Ordinary shares, par value NIS 0.00001SEC Table I · non-derivative | IndirectBy TWC Tech Holdings II, LLC | 13,861,007 |
Reported balance
Holding disclosure · report date 2026-09-17 · row 2
Holding and transaction disclosures are not merged.
1 source rowRow 2 · Balance 13,861,007 F2: Includes 1,500,000 Ordinary Shares of the Issuer subject to transfer restrictions pending the satisfaction of certain performance-based vesting conditions. F3: As one of the managing members of the ultimate controlling entity of TWC Tech Holdings II, LLC, Mr. Clammer may be deemed to have shared beneficial ownership of the securities held directly by TWC Tech Holdings II, LLC. F4: Mr. Clammer disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, Mr. Clammer states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. |
| Ordinary shares, par value NIS 0.00001SEC Table I · non-derivative | IndirectBy Long Term Trust | 375,000 |
Reported balance
Holding disclosure · report date 2026-09-17 · row 3
Holding and transaction disclosures are not merged.
1 source rowRow 3 · Balance 375,000 F4: Mr. Clammer disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, Mr. Clammer states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. |
| Ordinary shares, par value NIS 0.00001SEC Table I · non-derivative | IndirectBy Joint Revocable Trust | 375,000 |
Reported balance
Holding disclosure · report date 2026-09-17 · row 4
Holding and transaction disclosures are not merged.
1 source rowRow 4 · Balance 375,000 F4: Mr. Clammer disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, Mr. Clammer states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. |
Filing footnotes · ownership attribution and instrument terms
F1: Represents an award of restricted share units ("RSUs") that will vest on September 17, 2027. Each RSU represents a contingent right to receive one Ordinary Share of the Issuer upon settlement.
F2: Includes 1,500,000 Ordinary Shares of the Issuer subject to transfer restrictions pending the satisfaction of certain performance-based vesting conditions.
F3: As one of the managing members of the ultimate controlling entity of TWC Tech Holdings II, LLC, Mr. Clammer may be deemed to have shared beneficial ownership of the securities held directly by TWC Tech Holdings II, LLC.
F4: Mr. Clammer disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, Mr. Clammer states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.
Past disclosures · reporting ended (6)
No longer tracked through insider filings. These historical balances do not imply present ownership or a zero position.
Nebula Acquisition Corp
Report date June 10, 2020 · Filed June 12, 2020
Jointly reported with Nebula Holdings LLC, GREENE JAMES H JR, True Wind Capital GP, LLC, True Wind Capital, L.P.
Section 16 reporting ended · disclosed 2020-06-12. Current position is not established by this disclosure.
| Security / award | Ownership account | Disclosed shares / units | Disclosure context |
|---|---|---|---|
| Class B Common StockSEC Table II · derivative / convertible security | Direct | 0 |
Reported balance
After 2020-06-10 transaction · row 1
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 1 · 2020-06-10 · Disposition to issuer · Disposed 6,775,000 · Balance 0 F1: In connection with the closing of the business combination between Nebula Acquisition Corporation (the "Issuer") and Open Lending, LLC, the Reporting Persons exchanged their Class B common stock, par value $0.0001 per share, of the Issuer for common stock, par value $0.01 per share, of the combined company, Open Lending Corporation. The Reporting Persons are no longer subject to the reporting requirements of Section 16 with respect to the Issuer's securities. |
Filing footnotes · ownership attribution and instrument terms
F1: In connection with the closing of the business combination between Nebula Acquisition Corporation (the "Issuer") and Open Lending, LLC, the Reporting Persons exchanged their Class B common stock, par value $0.0001 per share, of the Issuer for common stock, par value $0.01 per share, of the combined company, Open Lending Corporation. The Reporting Persons are no longer subject to the reporting requirements of Section 16 with respect to the Issuer's securities.
Open Lending Corp
Report date December 14, 2020 · Filed December 14, 2020
Jointly reported with Nebula Holdings LLC, True Wind Capital, L.P., True Wind Capital GP, LLC, GREENE JAMES H JR
Section 16 reporting ended · disclosed 2020-12-14. Current position is not established by this disclosure.
| Security / award | Ownership account | Disclosed shares / units | Disclosure context |
|---|---|---|---|
| Common StockSEC Table I · non-derivative | Direct | 12,111,329 |
Reported balance
After 2020-12-14 transaction · row 1
Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source rowRow 1 · 2020-12-14 · Sale · Disposed 4,413,671 · Balance 12,111,329 F1: These shares represent shares of Open Lending Corporation common stock held by Nebula Holdings, LLC. True Wind Capital, L.P. is the managing member of Nebula Holdings, LLC and has voting and investment discretion with respect to the common stock held of record by Nebula Holdings, LLC. Adam Clammer and James Greene, Jr. are the managing members of True Wind Capital GP, LLC, the general partner of True Wind Capital, L.P. As such, True Wind Capital, L.P., Mr. Clammer and Mr. Greene may be deemed to have shared beneficial ownership of the common stock held directly by Nebula Holdings, LLC. Each such entity or person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. |
Filing footnotes · ownership attribution and instrument terms
F1: These shares represent shares of Open Lending Corporation common stock held by Nebula Holdings, LLC. True Wind Capital, L.P. is the managing member of Nebula Holdings, LLC and has voting and investment discretion with respect to the common stock held of record by Nebula Holdings, LLC. Adam Clammer and James Greene, Jr. are the managing members of True Wind Capital GP, LLC, the general partner of True Wind Capital, L.P. As such, True Wind Capital, L.P., Mr. Clammer and Mr. Greene may be deemed to have shared beneficial ownership of the common stock held directly by Nebula Holdings, LLC. Each such entity or person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.
ROVER GROUP, INC.
Report date February 27, 2024 · Filed February 28, 2024
Jointly reported with Nebula Caravel Holdings LLC, True Wind Capital II, L.P., True Wind Capital II-A, L.P., True Wind Capital GP II, LLC, GREENE JAMES H JR
Section 16 reporting ended · disclosed 2024-02-28. Current position is not established by this disclosure.
| Security / award | Ownership account | Disclosed shares / units | Disclosure context |
|---|---|---|---|
| Class A Common StockSEC Table I · non-derivative | IndirectSee footnote | 0 |
Last balance in matching sequence
After 2024-02-27 transaction · row 2
Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
2 source rowsRow 1 · 2024-02-27 · Other · Disposed 6,478,051 · Balance 7,979,546 F1: On February 27, 2024, Nebula Caravel Holdings, LLC entered into a Contribution and Exchange Agreement (the "Rollover Agreement") and related documents with Biscuit Topco, L.P. ("Topco"), a Delaware limited partnership, and Biscuit Holdco, LLC ("Holdco"), a Delaware limited liability company that, together with Topco, was formed in connection with the Merger (as defined below). Pursuant to the terms of the Rollover Agreement, immediately prior to the Merger on February 27, 2024, Nebula Caravel Holdings, LLC contributed (i) to Holdco in exchange for interests in Holdco (the "Holdco Contribution and Exchange"), 6,478,051 shares of Class A Common Stock of the Issuer (the "Rollover Shares") and (ii) to Topco in exchange for interests in Topco (the "Topco Contribution and Exchange" and together with the Holdco Contribution and Exchange, the "Rollover"), the Holdco Interests, in order to retain an indirect equity investment in the Issuer following the Merger. F2: Nebula Caravel Holdings, LLC was the record holder of the securities reported herein. True Wind Capital II, L.P. and True Wind Capital II-A, L.P. (collectively, "True Wind Capital II") are the managing members of Nebula Caravel Holdings, LLC. Mr. Greene and Mr. Clammer are the managing members of True Wind Capital GP II, LLC, the General Partner of True Wind Capital II. As such, they may be deemed to have or share beneficial ownership of the securities held directly by Nebula Caravel Holdings, LLC. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. Row 2 · 2024-02-27 · Disposition to issuer · Disposed 7,979,546 · Balance 0 F3: Disposed of in accordance with the terms of the Agreement and Plan of Merger, dated November 29, 2023 (the "Merger Agreement"), by and among the Issuer, Parent, and Biscuit Merger Sub, LLC ("Merger Sub"), pursuant to which, at the effective time of the Merger (the "Effective Time"), among other things, Merger Sub merged with and into the Issuer, with the Issuer continuing as a subsidiary of Parent (the "Merger"). At the Effective Time, each share of the Issuer's common stock that was outstanding as of immediately prior to the Effective Time (other than certain exceptions, including shares of the Issuer's common stock owned by the Issuer, Parent or Merger Sub) were to be cancelled and extinguished and automatically converted into the right to receive $11.00 in cash, without interest and subject to any applicable tax withholdings. F2: Nebula Caravel Holdings, LLC was the record holder of the securities reported herein. True Wind Capital II, L.P. and True Wind Capital II-A, L.P. (collectively, "True Wind Capital II") are the managing members of Nebula Caravel Holdings, LLC. Mr. Greene and Mr. Clammer are the managing members of True Wind Capital GP II, LLC, the General Partner of True Wind Capital II. As such, they may be deemed to have or share beneficial ownership of the securities held directly by Nebula Caravel Holdings, LLC. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. |
Filing footnotes · ownership attribution and instrument terms
F1: On February 27, 2024, Nebula Caravel Holdings, LLC entered into a Contribution and Exchange Agreement (the "Rollover Agreement") and related documents with Biscuit Topco, L.P. ("Topco"), a Delaware limited partnership, and Biscuit Holdco, LLC ("Holdco"), a Delaware limited liability company that, together with Topco, was formed in connection with the Merger (as defined below). Pursuant to the terms of the Rollover Agreement, immediately prior to the Merger on February 27, 2024, Nebula Caravel Holdings, LLC contributed (i) to Holdco in exchange for interests in Holdco (the "Holdco Contribution and Exchange"), 6,478,051 shares of Class A Common Stock of the Issuer (the "Rollover Shares") and (ii) to Topco in exchange for interests in Topco (the "Topco Contribution and Exchange" and together with the Holdco Contribution and Exchange, the "Rollover"), the Holdco Interests, in order to retain an indirect equity investment in the Issuer following the Merger.
F2: Nebula Caravel Holdings, LLC was the record holder of the securities reported herein. True Wind Capital II, L.P. and True Wind Capital II-A, L.P. (collectively, "True Wind Capital II") are the managing members of Nebula Caravel Holdings, LLC. Mr. Greene and Mr. Clammer are the managing members of True Wind Capital GP II, LLC, the General Partner of True Wind Capital II. As such, they may be deemed to have or share beneficial ownership of the securities held directly by Nebula Caravel Holdings, LLC. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.
F3: Disposed of in accordance with the terms of the Agreement and Plan of Merger, dated November 29, 2023 (the "Merger Agreement"), by and among the Issuer, Parent, and Biscuit Merger Sub, LLC ("Merger Sub"), pursuant to which, at the effective time of the Merger (the "Effective Time"), among other things, Merger Sub merged with and into the Issuer, with the Issuer continuing as a subsidiary of Parent (the "Merger"). At the Effective Time, each share of the Issuer's common stock that was outstanding as of immediately prior to the Effective Time (other than certain exceptions, including shares of the Issuer's common stock owned by the Issuer, Parent or Merger Sub) were to be cancelled and extinguished and automatically converted into the right to receive $11.00 in cash, without interest and subject to any applicable tax withholdings.
TWC Tech Holdings II Corp.
Report date August 30, 2021 · Filed September 01, 2021
Jointly reported with TWC Tech Holdings II, LLC, TWC SPAC Aggregator II, LLC, TWC Employee SPAC Aggregator II, LLC, True Wind Capital Management, L.P., True Wind Capital Management GP, LLC, GREENE JAMES H JR
Section 16 reporting ended · disclosed 2021-09-01. Current position is not established by this disclosure.
| Security / award | Ownership account | Disclosed shares / units | Disclosure context |
|---|---|---|---|
| Class A Common StockSEC Table I · non-derivative | IndirectSee footnote | 0 |
Last balance in matching sequence
After 2021-08-30 transaction · row 2
Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
2 source rowsRow 1 · 2021-08-30 · Exercise / conversion · Acquired 14,887,500 · Balance 14,887,500 F1: On August 30, 2021, TWC Tech Holdings II Corp. (the "Issuer") consummated its business combination (the "Business Combination") with Cellebrite DI Ltd. ("Cellebrite"). Immediately prior to the effective time of the Business Combination, each share of Class B common stock of the Issuer automatically converted into a share of Class A common stock of the Issuer ("Class A Common Stock") on a one-for-one basis. F2: TWC Tech Holdings II, LLC was the record holder of the securities reported herein. TWC SPAC Aggregator II, LLC is the managing member of TWC Tech Holdings II, LLC. TWC Employee SPAC Aggregator II, LLC is the managing member of TWC SPAC Aggregator II, LLC. True Wind Capital Management, L.P. is the managing member of TWC Employee SPAC Aggregator II, LLC. True Wind Capital Management GP, LLC, is the general partner of True Wind Capital Management, L.P. As the managing members of True Wind Capital Management GP, LLC, Mr. Greene and Mr. Clammer may be deemed to have had or shared beneficial ownership of the securities held directly by TWC Tech Holdings II, LLC. Each such person disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest they may have therein, directly or indirectly. Row 2 · 2021-08-30 · Disposition to issuer · Disposed 14,887,500 · Balance 0 F3: On August 30, 2021, in connection with the closing of the Business Combination, pursuant to a Business Combination Agreement and Plan of Merger (the "Business Combination Agreement"), Cupcake Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Cellebrite ("Merger Sub") merged with and into the Issuer and the Issuer continued as the surviving corporation in the merger and as a wholly owned subsidiary of Cellebrite (the "Merger"). In connection with the Merger, each share of Class A Common Stock was converted into the right to receive one ordinary share of Cellebrite, as set forth in the Business Combination Agreement. F2: TWC Tech Holdings II, LLC was the record holder of the securities reported herein. TWC SPAC Aggregator II, LLC is the managing member of TWC Tech Holdings II, LLC. TWC Employee SPAC Aggregator II, LLC is the managing member of TWC SPAC Aggregator II, LLC. True Wind Capital Management, L.P. is the managing member of TWC Employee SPAC Aggregator II, LLC. True Wind Capital Management GP, LLC, is the general partner of True Wind Capital Management, L.P. As the managing members of True Wind Capital Management GP, LLC, Mr. Greene and Mr. Clammer may be deemed to have had or shared beneficial ownership of the securities held directly by TWC Tech Holdings II, LLC. Each such person disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest they may have therein, directly or indirectly. |
| Class B Common StockSEC Table II · derivative / convertible security | IndirectSee footnote | 0 |
Reported balance
After 2021-08-30 transaction · row 3
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 3 · 2021-08-30 · Exercise / conversion · Disposed 14,887,500 · Balance 0 F1: On August 30, 2021, TWC Tech Holdings II Corp. (the "Issuer") consummated its business combination (the "Business Combination") with Cellebrite DI Ltd. ("Cellebrite"). Immediately prior to the effective time of the Business Combination, each share of Class B common stock of the Issuer automatically converted into a share of Class A common stock of the Issuer ("Class A Common Stock") on a one-for-one basis. F2: TWC Tech Holdings II, LLC was the record holder of the securities reported herein. TWC SPAC Aggregator II, LLC is the managing member of TWC Tech Holdings II, LLC. TWC Employee SPAC Aggregator II, LLC is the managing member of TWC SPAC Aggregator II, LLC. True Wind Capital Management, L.P. is the managing member of TWC Employee SPAC Aggregator II, LLC. True Wind Capital Management GP, LLC, is the general partner of True Wind Capital Management, L.P. As the managing members of True Wind Capital Management GP, LLC, Mr. Greene and Mr. Clammer may be deemed to have had or shared beneficial ownership of the securities held directly by TWC Tech Holdings II, LLC. Each such person disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest they may have therein, directly or indirectly. |
Filing footnotes · ownership attribution and instrument terms
F1: On August 30, 2021, TWC Tech Holdings II Corp. (the "Issuer") consummated its business combination (the "Business Combination") with Cellebrite DI Ltd. ("Cellebrite"). Immediately prior to the effective time of the Business Combination, each share of Class B common stock of the Issuer automatically converted into a share of Class A common stock of the Issuer ("Class A Common Stock") on a one-for-one basis.
F2: TWC Tech Holdings II, LLC was the record holder of the securities reported herein. TWC SPAC Aggregator II, LLC is the managing member of TWC Tech Holdings II, LLC. TWC Employee SPAC Aggregator II, LLC is the managing member of TWC SPAC Aggregator II, LLC. True Wind Capital Management, L.P. is the managing member of TWC Employee SPAC Aggregator II, LLC. True Wind Capital Management GP, LLC, is the general partner of True Wind Capital Management, L.P. As the managing members of True Wind Capital Management GP, LLC, Mr. Greene and Mr. Clammer may be deemed to have had or shared beneficial ownership of the securities held directly by TWC Tech Holdings II, LLC. Each such person disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest they may have therein, directly or indirectly.
F3: On August 30, 2021, in connection with the closing of the Business Combination, pursuant to a Business Combination Agreement and Plan of Merger (the "Business Combination Agreement"), Cupcake Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Cellebrite ("Merger Sub") merged with and into the Issuer and the Issuer continued as the surviving corporation in the merger and as a wholly owned subsidiary of Cellebrite (the "Merger"). In connection with the Merger, each share of Class A Common Stock was converted into the right to receive one ordinary share of Cellebrite, as set forth in the Business Combination Agreement.
Techpoint, Inc.
Report date February 27, 2024 · Filed February 27, 2024
Jointly reported with Nebula Caravel Holdings LLC, True Wind Capital II, L.P., True Wind Capital II-A, L.P., True Wind Capital GP II, LLC, GREENE JAMES H JR
Section 16 reporting ended · disclosed 2024-02-27. Current position is not established by this disclosure.
| Security / award | Ownership account | Disclosed shares / units | Disclosure context |
|---|---|---|---|
| Class A Common StockSEC Table I · non-derivative | IndirectSee footnote | 0 |
Last balance in matching sequence
After 2024-02-27 transaction · row 2
Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
2 source rowsRow 1 · 2024-02-27 · Other · Disposed 6,478,051 · Balance 7,979,546 F1: On February 27, 2024, Nebula Caravel Holdings, LLC entered into a Contribution and Exchange Agreement (the "Rollover Agreement") and related documents with Biscuit Topco, L.P. ("Topco"), a Delaware limited partnership, and Biscuit Holdco, LLC ("Holdco"), a Delaware limited liability company that, together with Topco, was formed in connection with the Merger (as defined below). Pursuant to the terms of the Rollover Agreement, immediately prior to the Merger on February 27, 2024, Nebula Caravel Holdings, LLC contributed (i) to Holdco in exchange for interests in Holdco (the "Holdco Contribution and Exchange"), 6,478,051 shares of Class A Common Stock of the Issuer (the "Rollover Shares") and (ii) to Topco in exchange for interests in Topco (the "Topco Contribution and Exchange" and together with the Holdco Contribution and Exchange, the "Rollover"), the Holdco Interests, in order to retain an indirect equity investment in the Issuer following the Merger. F2: Nebula Caravel Holdings, LLC was the record holder of the securities reported herein. True Wind Capital II, L.P. and True Wind Capital II-A, L.P. (collectively, "True Wind Capital II") are the managing members of Nebula Caravel Holdings, LLC. Mr. Greene and Mr. Clammer are the managing members of True Wind Capital GP II, LLC, the General Partner of True Wind Capital II. As such, they may be deemed to have or share beneficial ownership of the securities held directly by Nebula Caravel Holdings, LLC. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. Row 2 · 2024-02-27 · Disposition to issuer · Disposed 7,979,546 · Balance 0 F3: Disposed of in accordance with the terms of the Agreement and Plan of Merger, dated November 29, 2023 (the "Merger Agreement"), by and among the Issuer, Parent, and Biscuit Merger Sub, LLC ("Merger Sub"), pursuant to which, at the effective time of the Merger (the "Effective Time"), among other things, Merger Sub merged with and into the Issuer, with the Issuer continuing as a subsidiary of Parent (the "Merger"). At the Effective Time, each share of the Issuer's common stock that was outstanding as of immediately prior to the Effective Time (other than certain exceptions, including shares of the Issuer's common stock owned by the Issuer, Parent or Merger Sub) were to be cancelled and extinguished and automatically converted into the right to receive $11.00 in cash, without interest and subject to any applicable tax withholdings. F2: Nebula Caravel Holdings, LLC was the record holder of the securities reported herein. True Wind Capital II, L.P. and True Wind Capital II-A, L.P. (collectively, "True Wind Capital II") are the managing members of Nebula Caravel Holdings, LLC. Mr. Greene and Mr. Clammer are the managing members of True Wind Capital GP II, LLC, the General Partner of True Wind Capital II. As such, they may be deemed to have or share beneficial ownership of the securities held directly by Nebula Caravel Holdings, LLC. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. |
Filing footnotes · ownership attribution and instrument terms
F1: On February 27, 2024, Nebula Caravel Holdings, LLC entered into a Contribution and Exchange Agreement (the "Rollover Agreement") and related documents with Biscuit Topco, L.P. ("Topco"), a Delaware limited partnership, and Biscuit Holdco, LLC ("Holdco"), a Delaware limited liability company that, together with Topco, was formed in connection with the Merger (as defined below). Pursuant to the terms of the Rollover Agreement, immediately prior to the Merger on February 27, 2024, Nebula Caravel Holdings, LLC contributed (i) to Holdco in exchange for interests in Holdco (the "Holdco Contribution and Exchange"), 6,478,051 shares of Class A Common Stock of the Issuer (the "Rollover Shares") and (ii) to Topco in exchange for interests in Topco (the "Topco Contribution and Exchange" and together with the Holdco Contribution and Exchange, the "Rollover"), the Holdco Interests, in order to retain an indirect equity investment in the Issuer following the Merger.
F2: Nebula Caravel Holdings, LLC was the record holder of the securities reported herein. True Wind Capital II, L.P. and True Wind Capital II-A, L.P. (collectively, "True Wind Capital II") are the managing members of Nebula Caravel Holdings, LLC. Mr. Greene and Mr. Clammer are the managing members of True Wind Capital GP II, LLC, the General Partner of True Wind Capital II. As such, they may be deemed to have or share beneficial ownership of the securities held directly by Nebula Caravel Holdings, LLC. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.
F3: Disposed of in accordance with the terms of the Agreement and Plan of Merger, dated November 29, 2023 (the "Merger Agreement"), by and among the Issuer, Parent, and Biscuit Merger Sub, LLC ("Merger Sub"), pursuant to which, at the effective time of the Merger (the "Effective Time"), among other things, Merger Sub merged with and into the Issuer, with the Issuer continuing as a subsidiary of Parent (the "Merger"). At the Effective Time, each share of the Issuer's common stock that was outstanding as of immediately prior to the Effective Time (other than certain exceptions, including shares of the Issuer's common stock owned by the Issuer, Parent or Merger Sub) were to be cancelled and extinguished and automatically converted into the right to receive $11.00 in cash, without interest and subject to any applicable tax withholdings.
ZIX CORP
Report date December 22, 2021 · Filed December 23, 2021
Jointly reported with ZEPHYR HOLDCO, LLC, True Wind Capital, L.P., True Wind Capital GP, LLC, GREENE JAMES H JR
Section 16 reporting ended · disclosed 2021-12-23. Current position is not established by this disclosure.
| Security / award | Ownership account | Disclosed shares / units | Disclosure context |
|---|---|---|---|
| Common StockSEC Table I · non-derivative | Direct | 0 |
Last balance in matching sequence
After 2021-12-23 transaction · row 2
Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
2 source rowsRow 1 · 2021-12-22 · Exercise / conversion · Acquired 20,850,001 · Balance 20,850,001 F1: On December 22, 2021, Zephyr Holdco, LLC converted shares of Series A Preferred Stock it owned into 20,850,001 shares of Common Stock and tendered such shares of Common Stock to Open Text Corporation, a Canadian corporation ("Parent") pursuant to a cash tender offer (the "Offer") by Parent to acquire all of the outstanding shares of Common Stock at an offer price per share of $8.50, without interest and subject to any applicable withholding taxes. On December 23, 2021, Parent accepted all such shares of Common Stock tendered pursuant to such Offer. F2: Represents securities held by Zephyr Holdco, LLC. True Wind Capital, L.P. is the managing member of Zephyr Holdco, LLC and has voting and investment discretion with respect to the securities held of record by Zephyr Holdco, LLC. Adam Clammer and James H. Greene, Jr. are the managing members of True Wind Capital GP, LLC, the general partner of True Wind Capital, L.P. Mr. Greene served a member of the board of directors of the Issuer, and as a result, each of the Reporting Persons may be deemed a director by deputization of the Issuer. Each such entity or person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. Row 2 · 2021-12-23 · Other · Disposed 20,850,001 · Balance 0 F1: On December 22, 2021, Zephyr Holdco, LLC converted shares of Series A Preferred Stock it owned into 20,850,001 shares of Common Stock and tendered such shares of Common Stock to Open Text Corporation, a Canadian corporation ("Parent") pursuant to a cash tender offer (the "Offer") by Parent to acquire all of the outstanding shares of Common Stock at an offer price per share of $8.50, without interest and subject to any applicable withholding taxes. On December 23, 2021, Parent accepted all such shares of Common Stock tendered pursuant to such Offer. F2: Represents securities held by Zephyr Holdco, LLC. True Wind Capital, L.P. is the managing member of Zephyr Holdco, LLC and has voting and investment discretion with respect to the securities held of record by Zephyr Holdco, LLC. Adam Clammer and James H. Greene, Jr. are the managing members of True Wind Capital GP, LLC, the general partner of True Wind Capital, L.P. Mr. Greene served a member of the board of directors of the Issuer, and as a result, each of the Reporting Persons may be deemed a director by deputization of the Issuer. Each such entity or person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. |
| Series A Convertible Preferred StockSEC Table II · derivative / convertible security · Conversion / exercise price $6.02 | Direct | 0 |
Reported balance
After 2021-12-22 transaction · row 3
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 3 · 2021-12-22 · Exercise / conversion · Disposed 100,206 · Balance 0 F3: The conversion rate of 166.11 per $1,000 Accreted Value is equivalent to a conversion price of approximately $6.02 per share of Common Stock of the Issuer (the "Common Stock"). F1: On December 22, 2021, Zephyr Holdco, LLC converted shares of Series A Preferred Stock it owned into 20,850,001 shares of Common Stock and tendered such shares of Common Stock to Open Text Corporation, a Canadian corporation ("Parent") pursuant to a cash tender offer (the "Offer") by Parent to acquire all of the outstanding shares of Common Stock at an offer price per share of $8.50, without interest and subject to any applicable withholding taxes. On December 23, 2021, Parent accepted all such shares of Common Stock tendered pursuant to such Offer. F4: Series A Preferred Stock is convertible by the holder at any time into shares of Common Stock. The Issuer is required to redeem the Series A Preferred Stock upon a change in control (defined in the Series A certificate of designations) and may optionally redeem the Series A Preferred Stock at any time after February 20, 2023. F5: The Series A Preferred Stock has no stated maturity and will remain outstanding indefinitely unless converted into Common Stock or repurchased or redeemed by the Issuer. F6: Represents shares of Common Stock currently issuable upon conversion of 100,206 shares of Series A Preferred Stock, which initially has a Stated Value of $1,000 per share, which accretes at a fixed rate of 8.0% per annum, compounded quarterly (the "Accreted Value"). Each share of Series A Preferred Stock is convertible into (i) shares of Common Stock equal to the product of (A) the Accreted Value with respect to such share on the conversion date multiplied by (B) the Conversion Rate as of the applicable conversion date divided by (C) 1,000 plus (ii) cash in lieu of fractional shares. The current Conversion Rate is equal to 166.11 shares. F2: Represents securities held by Zephyr Holdco, LLC. True Wind Capital, L.P. is the managing member of Zephyr Holdco, LLC and has voting and investment discretion with respect to the securities held of record by Zephyr Holdco, LLC. Adam Clammer and James H. Greene, Jr. are the managing members of True Wind Capital GP, LLC, the general partner of True Wind Capital, L.P. Mr. Greene served a member of the board of directors of the Issuer, and as a result, each of the Reporting Persons may be deemed a director by deputization of the Issuer. Each such entity or person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. |
Filing footnotes · ownership attribution and instrument terms
F1: On December 22, 2021, Zephyr Holdco, LLC converted shares of Series A Preferred Stock it owned into 20,850,001 shares of Common Stock and tendered such shares of Common Stock to Open Text Corporation, a Canadian corporation ("Parent") pursuant to a cash tender offer (the "Offer") by Parent to acquire all of the outstanding shares of Common Stock at an offer price per share of $8.50, without interest and subject to any applicable withholding taxes. On December 23, 2021, Parent accepted all such shares of Common Stock tendered pursuant to such Offer.
F2: Represents securities held by Zephyr Holdco, LLC. True Wind Capital, L.P. is the managing member of Zephyr Holdco, LLC and has voting and investment discretion with respect to the securities held of record by Zephyr Holdco, LLC. Adam Clammer and James H. Greene, Jr. are the managing members of True Wind Capital GP, LLC, the general partner of True Wind Capital, L.P. Mr. Greene served a member of the board of directors of the Issuer, and as a result, each of the Reporting Persons may be deemed a director by deputization of the Issuer. Each such entity or person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.
F3: The conversion rate of 166.11 per $1,000 Accreted Value is equivalent to a conversion price of approximately $6.02 per share of Common Stock of the Issuer (the "Common Stock").
F4: Series A Preferred Stock is convertible by the holder at any time into shares of Common Stock. The Issuer is required to redeem the Series A Preferred Stock upon a change in control (defined in the Series A certificate of designations) and may optionally redeem the Series A Preferred Stock at any time after February 20, 2023.
F5: The Series A Preferred Stock has no stated maturity and will remain outstanding indefinitely unless converted into Common Stock or repurchased or redeemed by the Issuer.
F6: Represents shares of Common Stock currently issuable upon conversion of 100,206 shares of Series A Preferred Stock, which initially has a Stated Value of $1,000 per share, which accretes at a fixed rate of 8.0% per annum, compounded quarterly (the "Accreted Value"). Each share of Series A Preferred Stock is convertible into (i) shares of Common Stock equal to the product of (A) the Accreted Value with respect to such share on the conversion date multiplied by (B) the Conversion Rate as of the applicable conversion date divided by (C) 1,000 plus (ii) cash in lieu of fractional shares. The current Conversion Rate is equal to 166.11 shares.
Transaction history
JSON APIPurchases/sales include open-market and private transactions. Plan disclosure applies to the filing; individual rows may differ. “Not disclosed” is not “unplanned.”
The cutoff filters transaction history only. Company summaries and owner relationships show the latest available disclosures. Parser corrections can improve historical records.
| Transaction date | Company | Activity / security | Shares / units | Reported price | Reported value | Details |
|---|---|---|---|---|---|---|
| September 17, 2026 Filed Sep 28, 2026 20:15 UTC | Cellebrite DI Ltd. CLBT · Entity 4238 | GrantOrdinary shares, par value NIS 0.00001 | 15,190 | $0.00 | $0.00 |
DisclosureSEC source: 0001213900-26-104047 · ownership.xml · nonDerivative · entry 1 CLAMMER ADAM · CIK 0001192808 · Director 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 86,586 F1 · shares: Represents an award of restricted share units ("RSUs") that will vest on September 17, 2027. Each RSU represents a contingent right to receive one Ordinary Share of the Issuer upon settlement. Read SEC document |
| February 27, 2024 Filed Feb 28, 2024 00:08 UTC | ROVER GROUP, INC. ROVR · Entity 93736 | Disposition to issuerClass A Common Stock | 7,979,546 | $11.00 | $87,775,006.00 |
DisclosureSEC source: 0000950170-24-021527 · ownership.xml · nonDerivative · entry 2 Nebula Caravel Holdings LLC · CIK 0001826066 · Director · 10% owner True Wind Capital II, L.P. · CIK 0001804014 · Director · 10% owner True Wind Capital II-A, L.P. · CIK 0001804015 · Director · 10% owner True Wind Capital GP II, LLC · CIK 0001835521 · Director · 10% owner CLAMMER ADAM · CIK 0001192808 · Director · 10% owner GREENE JAMES H JR · CIK 0001205970 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · See footnote Disclosed balance after: 0 F3 · kind: Disposed of in accordance with the terms of the Agreement and Plan of Merger, dated November 29, 2023 (the "Merger Agreement"), by and among the Issuer, Parent, and Biscuit Merger Sub, LLC ("Merger Sub"), pursuant to which, at the effective time of the Merger (the "Effective Time"), among other things, Merger Sub merged with and into the Issuer, with the Issuer continuing as a subsidiary of Parent (the "Merger"). At the Effective Time, each share of the Issuer's common stock that was outstanding as of immediately prior to the Effective Time (other than certain exceptions, including shares of the Issuer's common stock owned by the Issuer, Parent or Merger Sub) were to be cancelled and extinguished and automatically converted into the right to receive $11.00 in cash, without interest and subject to any applicable tax withholdings. F3 · price: Disposed of in accordance with the terms of the Agreement and Plan of Merger, dated November 29, 2023 (the "Merger Agreement"), by and among the Issuer, Parent, and Biscuit Merger Sub, LLC ("Merger Sub"), pursuant to which, at the effective time of the Merger (the "Effective Time"), among other things, Merger Sub merged with and into the Issuer, with the Issuer continuing as a subsidiary of Parent (the "Merger"). At the Effective Time, each share of the Issuer's common stock that was outstanding as of immediately prior to the Effective Time (other than certain exceptions, including shares of the Issuer's common stock owned by the Issuer, Parent or Merger Sub) were to be cancelled and extinguished and automatically converted into the right to receive $11.00 in cash, without interest and subject to any applicable tax withholdings. F2 · ownership.nature: Nebula Caravel Holdings, LLC was the record holder of the securities reported herein. True Wind Capital II, L.P. and True Wind Capital II-A, L.P. (collectively, "True Wind Capital II") are the managing members of Nebula Caravel Holdings, LLC. Mr. Greene and Mr. Clammer are the managing members of True Wind Capital GP II, LLC, the General Partner of True Wind Capital II. As such, they may be deemed to have or share beneficial ownership of the securities held directly by Nebula Caravel Holdings, LLC. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. Read SEC document |
| February 27, 2024 Filed Feb 28, 2024 00:08 UTC | ROVER GROUP, INC. ROVR · Entity 93736 | OtherClass A Common Stock | 6,478,051 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000950170-24-021527 · ownership.xml · nonDerivative · entry 1 Nebula Caravel Holdings LLC · CIK 0001826066 · Director · 10% owner True Wind Capital II, L.P. · CIK 0001804014 · Director · 10% owner True Wind Capital II-A, L.P. · CIK 0001804015 · Director · 10% owner True Wind Capital GP II, LLC · CIK 0001835521 · Director · 10% owner CLAMMER ADAM · CIK 0001192808 · Director · 10% owner GREENE JAMES H JR · CIK 0001205970 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · See footnote Disclosed balance after: 7,979,546 F1 · kind: On February 27, 2024, Nebula Caravel Holdings, LLC entered into a Contribution and Exchange Agreement (the "Rollover Agreement") and related documents with Biscuit Topco, L.P. ("Topco"), a Delaware limited partnership, and Biscuit Holdco, LLC ("Holdco"), a Delaware limited liability company that, together with Topco, was formed in connection with the Merger (as defined below). Pursuant to the terms of the Rollover Agreement, immediately prior to the Merger on February 27, 2024, Nebula Caravel Holdings, LLC contributed (i) to Holdco in exchange for interests in Holdco (the "Holdco Contribution and Exchange"), 6,478,051 shares of Class A Common Stock of the Issuer (the "Rollover Shares") and (ii) to Topco in exchange for interests in Topco (the "Topco Contribution and Exchange" and together with the Holdco Contribution and Exchange, the "Rollover"), the Holdco Interests, in order to retain an indirect equity investment in the Issuer following the Merger. F1 · price: On February 27, 2024, Nebula Caravel Holdings, LLC entered into a Contribution and Exchange Agreement (the "Rollover Agreement") and related documents with Biscuit Topco, L.P. ("Topco"), a Delaware limited partnership, and Biscuit Holdco, LLC ("Holdco"), a Delaware limited liability company that, together with Topco, was formed in connection with the Merger (as defined below). Pursuant to the terms of the Rollover Agreement, immediately prior to the Merger on February 27, 2024, Nebula Caravel Holdings, LLC contributed (i) to Holdco in exchange for interests in Holdco (the "Holdco Contribution and Exchange"), 6,478,051 shares of Class A Common Stock of the Issuer (the "Rollover Shares") and (ii) to Topco in exchange for interests in Topco (the "Topco Contribution and Exchange" and together with the Holdco Contribution and Exchange, the "Rollover"), the Holdco Interests, in order to retain an indirect equity investment in the Issuer following the Merger. F2 · ownership.nature: Nebula Caravel Holdings, LLC was the record holder of the securities reported herein. True Wind Capital II, L.P. and True Wind Capital II-A, L.P. (collectively, "True Wind Capital II") are the managing members of Nebula Caravel Holdings, LLC. Mr. Greene and Mr. Clammer are the managing members of True Wind Capital GP II, LLC, the General Partner of True Wind Capital II. As such, they may be deemed to have or share beneficial ownership of the securities held directly by Nebula Caravel Holdings, LLC. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. Read SEC document |
| February 27, 2024 Filed Feb 27, 2024 22:09 UTC | Techpoint, Inc. ROVR · Entity 78878 | Disposition to issuerClass A Common Stock | 7,979,546 | $11.00 | $87,775,006.00 |
DisclosureSEC source: 0000950170-24-021370 · ownership.xml · nonDerivative · entry 2 Nebula Caravel Holdings LLC · CIK 0001826066 · Director · 10% owner True Wind Capital II, L.P. · CIK 0001804014 · Director · 10% owner True Wind Capital II-A, L.P. · CIK 0001804015 · Director · 10% owner True Wind Capital GP II, LLC · CIK 0001835521 · Director · 10% owner CLAMMER ADAM · CIK 0001192808 · Director · 10% owner GREENE JAMES H JR · CIK 0001205970 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · See footnote Disclosed balance after: 0 F3 · kind: Disposed of in accordance with the terms of the Agreement and Plan of Merger, dated November 29, 2023 (the "Merger Agreement"), by and among the Issuer, Parent, and Biscuit Merger Sub, LLC ("Merger Sub"), pursuant to which, at the effective time of the Merger (the "Effective Time"), among other things, Merger Sub merged with and into the Issuer, with the Issuer continuing as a subsidiary of Parent (the "Merger"). At the Effective Time, each share of the Issuer's common stock that was outstanding as of immediately prior to the Effective Time (other than certain exceptions, including shares of the Issuer's common stock owned by the Issuer, Parent or Merger Sub) were to be cancelled and extinguished and automatically converted into the right to receive $11.00 in cash, without interest and subject to any applicable tax withholdings. F3 · price: Disposed of in accordance with the terms of the Agreement and Plan of Merger, dated November 29, 2023 (the "Merger Agreement"), by and among the Issuer, Parent, and Biscuit Merger Sub, LLC ("Merger Sub"), pursuant to which, at the effective time of the Merger (the "Effective Time"), among other things, Merger Sub merged with and into the Issuer, with the Issuer continuing as a subsidiary of Parent (the "Merger"). At the Effective Time, each share of the Issuer's common stock that was outstanding as of immediately prior to the Effective Time (other than certain exceptions, including shares of the Issuer's common stock owned by the Issuer, Parent or Merger Sub) were to be cancelled and extinguished and automatically converted into the right to receive $11.00 in cash, without interest and subject to any applicable tax withholdings. F2 · ownership.nature: Nebula Caravel Holdings, LLC was the record holder of the securities reported herein. True Wind Capital II, L.P. and True Wind Capital II-A, L.P. (collectively, "True Wind Capital II") are the managing members of Nebula Caravel Holdings, LLC. Mr. Greene and Mr. Clammer are the managing members of True Wind Capital GP II, LLC, the General Partner of True Wind Capital II. As such, they may be deemed to have or share beneficial ownership of the securities held directly by Nebula Caravel Holdings, LLC. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. Read SEC document |
| February 27, 2024 Filed Feb 27, 2024 22:09 UTC | Techpoint, Inc. ROVR · Entity 78878 | OtherClass A Common Stock | 6,478,051 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000950170-24-021370 · ownership.xml · nonDerivative · entry 1 Nebula Caravel Holdings LLC · CIK 0001826066 · Director · 10% owner True Wind Capital II, L.P. · CIK 0001804014 · Director · 10% owner True Wind Capital II-A, L.P. · CIK 0001804015 · Director · 10% owner True Wind Capital GP II, LLC · CIK 0001835521 · Director · 10% owner CLAMMER ADAM · CIK 0001192808 · Director · 10% owner GREENE JAMES H JR · CIK 0001205970 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · See footnote Disclosed balance after: 7,979,546 F1 · kind: On February 27, 2024, Nebula Caravel Holdings, LLC entered into a Contribution and Exchange Agreement (the "Rollover Agreement") and related documents with Biscuit Topco, L.P. ("Topco"), a Delaware limited partnership, and Biscuit Holdco, LLC ("Holdco"), a Delaware limited liability company that, together with Topco, was formed in connection with the Merger (as defined below). Pursuant to the terms of the Rollover Agreement, immediately prior to the Merger on February 27, 2024, Nebula Caravel Holdings, LLC contributed (i) to Holdco in exchange for interests in Holdco (the "Holdco Contribution and Exchange"), 6,478,051 shares of Class A Common Stock of the Issuer (the "Rollover Shares") and (ii) to Topco in exchange for interests in Topco (the "Topco Contribution and Exchange" and together with the Holdco Contribution and Exchange, the "Rollover"), the Holdco Interests, in order to retain an indirect equity investment in the Issuer following the Merger. F1 · price: On February 27, 2024, Nebula Caravel Holdings, LLC entered into a Contribution and Exchange Agreement (the "Rollover Agreement") and related documents with Biscuit Topco, L.P. ("Topco"), a Delaware limited partnership, and Biscuit Holdco, LLC ("Holdco"), a Delaware limited liability company that, together with Topco, was formed in connection with the Merger (as defined below). Pursuant to the terms of the Rollover Agreement, immediately prior to the Merger on February 27, 2024, Nebula Caravel Holdings, LLC contributed (i) to Holdco in exchange for interests in Holdco (the "Holdco Contribution and Exchange"), 6,478,051 shares of Class A Common Stock of the Issuer (the "Rollover Shares") and (ii) to Topco in exchange for interests in Topco (the "Topco Contribution and Exchange" and together with the Holdco Contribution and Exchange, the "Rollover"), the Holdco Interests, in order to retain an indirect equity investment in the Issuer following the Merger. F2 · ownership.nature: Nebula Caravel Holdings, LLC was the record holder of the securities reported herein. True Wind Capital II, L.P. and True Wind Capital II-A, L.P. (collectively, "True Wind Capital II") are the managing members of Nebula Caravel Holdings, LLC. Mr. Greene and Mr. Clammer are the managing members of True Wind Capital GP II, LLC, the General Partner of True Wind Capital II. As such, they may be deemed to have or share beneficial ownership of the securities held directly by Nebula Caravel Holdings, LLC. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. Read SEC document |
| May 09, 2022 Filed Jul 26, 2022 16:11 UTC | Bilander Acquisition Corp. TWCB · Entity 125127 | OtherClass B common stock · Derivative | 8,334 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000950103-22-012920 · dp177492_4-bilanderllc.xml · derivative · entry 1 Bilander Holdings, LLC · CIK 0001845768 · 10% owner Shipyard Advisors GP, LLC · CIK 0001864021 · 10% owner Shipyard Advisors, L.P. · CIK 0001864023 · 10% owner Bilander Aggregator, LLC · CIK 0001862882 · 10% owner CLAMMER ADAM · CIK 0001192808 · 10% owner GREENE JAMES H JR · CIK 0001205970 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 5,542,198 Underlying: Class A common stock · 8,334 shares Expires not disclosed F1 · derivative.exercise_price: As described in the issuer's registration statement on Form S-1 (File No. 333-253419) under the heading "Principal Stockholders", the Class B common stock will automatically convert into shares of Class A common stock in three tranches after the issuer's initial business combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights. Shares of Class B common stock that are issued and outstanding on the ten year anniversary of issuer's initial business combination will be automatically forfeited for no consideration. F2 · kind: Represents shares of Class B common stock transferred back to the reporting persons for no consideration following the resignation of Alexi Wellman from the issuer's board of directors on May 9, 2022. Prior to this transfer, the reporting persons held 5,533,864 shares of Class B common stock as a result of its forfeiture of 132,801 shares of Class B of common stock in connection with the partial exercise of the over-allotment option granted by the issuer pursuant to the underwriting agreement for the issuer's initial public offering. F2 · shares: Represents shares of Class B common stock transferred back to the reporting persons for no consideration following the resignation of Alexi Wellman from the issuer's board of directors on May 9, 2022. Prior to this transfer, the reporting persons held 5,533,864 shares of Class B common stock as a result of its forfeiture of 132,801 shares of Class B of common stock in connection with the partial exercise of the over-allotment option granted by the issuer pursuant to the underwriting agreement for the issuer's initial public offering. F2 · price: Represents shares of Class B common stock transferred back to the reporting persons for no consideration following the resignation of Alexi Wellman from the issuer's board of directors on May 9, 2022. Prior to this transfer, the reporting persons held 5,533,864 shares of Class B common stock as a result of its forfeiture of 132,801 shares of Class B of common stock in connection with the partial exercise of the over-allotment option granted by the issuer pursuant to the underwriting agreement for the issuer's initial public offering. F1 · derivative.exercise_date: As described in the issuer's registration statement on Form S-1 (File No. 333-253419) under the heading "Principal Stockholders", the Class B common stock will automatically convert into shares of Class A common stock in three tranches after the issuer's initial business combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights. Shares of Class B common stock that are issued and outstanding on the ten year anniversary of issuer's initial business combination will be automatically forfeited for no consideration. F1 · derivative.expiration_date: As described in the issuer's registration statement on Form S-1 (File No. 333-253419) under the heading "Principal Stockholders", the Class B common stock will automatically convert into shares of Class A common stock in three tranches after the issuer's initial business combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights. Shares of Class B common stock that are issued and outstanding on the ten year anniversary of issuer's initial business combination will be automatically forfeited for no consideration. F3 · ownership.direct: This Form 4 is being filed by Bilander Holdings, LLC, a Delaware limited liability company and sponsor of the issuer ("Sponsor"). Shipyard Advisors, L.P. ("Shipyard") is the managing member of Sponsor and Bilander Aggregator, LLC. Shipyard Advisors GP, LLC is the general partner of Shipyard. As the managing members of Shipyard Advisors GP, LLC, James H. Greene and Adam H. Clammer may be deemed to have or share beneficial ownership of the Class B common stock held directly by Sponsor. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. Read SEC document |
| January 06, 2022 Filed Feb 8, 2022 22:11 UTC | ROVER GROUP, INC. ROVR · Entity 93736 | Exercise / conversionPrivate Placement Warrants · Derivative | 2,574,164 | $0.00 | $0.00 |
DisclosureSEC source: 0001562180-22-001235 · primarydocument.xml · derivative · entry 3 Nebula Caravel Holdings LLC · CIK 0001826066 · Director · 10% owner True Wind Capital II, L.P. · CIK 0001804014 · Director · 10% owner True Wind Capital II-A, L.P. · CIK 0001804015 · Director · 10% owner True Wind Capital GP II, LLC · CIK 0001835521 · Director · 10% owner CLAMMER ADAM · CIK 0001192808 · Director · 10% owner GREENE JAMES H JR · CIK 0001205970 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See Footnote Disclosed balance after: 0 Underlying: Class A Common Stock · 2,574,164 shares Expires not disclosed Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · derivative.exercise_price: Nebula Caravel Holdings, LLC exercised the warrants in a make-whole exercise and cashless basis pursuant to the Warrant Agreement by and between the Issuer and American Stock Transfer & Trust Company, LLC, as warrant agent (the "Warrant Agent"), as amended by the First Amendment to Warrant Agreement, dated December 10, 2021, by and between the Issuer and the Warrant Agent (the "Warrant Agreement"), following the Issuer's Notice of Redemption of the warrants. Nebula Caravel Holdings, LLC received 0.2558 shares per warrant and the Issuer withheld 0.7442 shares per warrant exercised. Pursuant to the Issuer's Notice of Redemption, warrants remaining unexercised on January 12, 2022 would cease to be exercisable. F1 · kind: Nebula Caravel Holdings, LLC exercised the warrants in a make-whole exercise and cashless basis pursuant to the Warrant Agreement by and between the Issuer and American Stock Transfer & Trust Company, LLC, as warrant agent (the "Warrant Agent"), as amended by the First Amendment to Warrant Agreement, dated December 10, 2021, by and between the Issuer and the Warrant Agent (the "Warrant Agreement"), following the Issuer's Notice of Redemption of the warrants. Nebula Caravel Holdings, LLC received 0.2558 shares per warrant and the Issuer withheld 0.7442 shares per warrant exercised. Pursuant to the Issuer's Notice of Redemption, warrants remaining unexercised on January 12, 2022 would cease to be exercisable. F1 · derivative.expiration_date: Nebula Caravel Holdings, LLC exercised the warrants in a make-whole exercise and cashless basis pursuant to the Warrant Agreement by and between the Issuer and American Stock Transfer & Trust Company, LLC, as warrant agent (the "Warrant Agent"), as amended by the First Amendment to Warrant Agreement, dated December 10, 2021, by and between the Issuer and the Warrant Agent (the "Warrant Agreement"), following the Issuer's Notice of Redemption of the warrants. Nebula Caravel Holdings, LLC received 0.2558 shares per warrant and the Issuer withheld 0.7442 shares per warrant exercised. Pursuant to the Issuer's Notice of Redemption, warrants remaining unexercised on January 12, 2022 would cease to be exercisable. F2 · ownership.nature: Nebula Caravel Holdings, LLC is the record holder of the securities reported herein. True Wind Capital II, L.P. and True Wind Capital II-A, L.P. (collectively, "True Wind Capital II") are the managing members of Nebula Caravel Holdings, LLC. Mr. Greene and Mr. Clammer are the managing members of True Wind Capital GP II, LLC, the General Partner of True Wind Capital II. As such, they may be deemed to have or share beneficial ownership of the securities held directly by Nebula Caravel Holdings, LLC. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. Read SEC document |
| January 06, 2022 Filed Feb 8, 2022 22:11 UTC | ROVER GROUP, INC. ROVR · Entity 93736 | Disposition to issuerClass A Common Stock | 1,915,693 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001562180-22-001235 · primarydocument.xml · nonDerivative · entry 2 Nebula Caravel Holdings LLC · CIK 0001826066 · Director · 10% owner True Wind Capital II, L.P. · CIK 0001804014 · Director · 10% owner True Wind Capital II-A, L.P. · CIK 0001804015 · Director · 10% owner True Wind Capital GP II, LLC · CIK 0001835521 · Director · 10% owner CLAMMER ADAM · CIK 0001192808 · Director · 10% owner GREENE JAMES H JR · CIK 0001205970 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnote Disclosed balance after: 14,457,597 F1 · kind: Nebula Caravel Holdings, LLC exercised the warrants in a make-whole exercise and cashless basis pursuant to the Warrant Agreement by and between the Issuer and American Stock Transfer & Trust Company, LLC, as warrant agent (the "Warrant Agent"), as amended by the First Amendment to Warrant Agreement, dated December 10, 2021, by and between the Issuer and the Warrant Agent (the "Warrant Agreement"), following the Issuer's Notice of Redemption of the warrants. Nebula Caravel Holdings, LLC received 0.2558 shares per warrant and the Issuer withheld 0.7442 shares per warrant exercised. Pursuant to the Issuer's Notice of Redemption, warrants remaining unexercised on January 12, 2022 would cease to be exercisable. F3 · shares: Represents shares of Class A common stock deemed withheld by the Issuer from Nebula Caravel Holdings, LLC in connection with the make-whole exercise on a cashless basis pursuant to the Warrant Agreement. F1 · price: Nebula Caravel Holdings, LLC exercised the warrants in a make-whole exercise and cashless basis pursuant to the Warrant Agreement by and between the Issuer and American Stock Transfer & Trust Company, LLC, as warrant agent (the "Warrant Agent"), as amended by the First Amendment to Warrant Agreement, dated December 10, 2021, by and between the Issuer and the Warrant Agent (the "Warrant Agreement"), following the Issuer's Notice of Redemption of the warrants. Nebula Caravel Holdings, LLC received 0.2558 shares per warrant and the Issuer withheld 0.7442 shares per warrant exercised. Pursuant to the Issuer's Notice of Redemption, warrants remaining unexercised on January 12, 2022 would cease to be exercisable. F3 · balance_after: Represents shares of Class A common stock deemed withheld by the Issuer from Nebula Caravel Holdings, LLC in connection with the make-whole exercise on a cashless basis pursuant to the Warrant Agreement. F2 · ownership.nature: Nebula Caravel Holdings, LLC is the record holder of the securities reported herein. True Wind Capital II, L.P. and True Wind Capital II-A, L.P. (collectively, "True Wind Capital II") are the managing members of Nebula Caravel Holdings, LLC. Mr. Greene and Mr. Clammer are the managing members of True Wind Capital GP II, LLC, the General Partner of True Wind Capital II. As such, they may be deemed to have or share beneficial ownership of the securities held directly by Nebula Caravel Holdings, LLC. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. Read SEC document |
| January 06, 2022 Filed Feb 8, 2022 22:11 UTC | ROVER GROUP, INC. ROVR · Entity 93736 | Exercise / conversionClass A Common Stock | 2,574,164 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001562180-22-001235 · primarydocument.xml · nonDerivative · entry 1 Nebula Caravel Holdings LLC · CIK 0001826066 · Director · 10% owner True Wind Capital II, L.P. · CIK 0001804014 · Director · 10% owner True Wind Capital II-A, L.P. · CIK 0001804015 · Director · 10% owner True Wind Capital GP II, LLC · CIK 0001835521 · Director · 10% owner CLAMMER ADAM · CIK 0001192808 · Director · 10% owner GREENE JAMES H JR · CIK 0001205970 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnote Disclosed balance after: 16,373,290 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · kind: Nebula Caravel Holdings, LLC exercised the warrants in a make-whole exercise and cashless basis pursuant to the Warrant Agreement by and between the Issuer and American Stock Transfer & Trust Company, LLC, as warrant agent (the "Warrant Agent"), as amended by the First Amendment to Warrant Agreement, dated December 10, 2021, by and between the Issuer and the Warrant Agent (the "Warrant Agreement"), following the Issuer's Notice of Redemption of the warrants. Nebula Caravel Holdings, LLC received 0.2558 shares per warrant and the Issuer withheld 0.7442 shares per warrant exercised. Pursuant to the Issuer's Notice of Redemption, warrants remaining unexercised on January 12, 2022 would cease to be exercisable. F1 · price: Nebula Caravel Holdings, LLC exercised the warrants in a make-whole exercise and cashless basis pursuant to the Warrant Agreement by and between the Issuer and American Stock Transfer & Trust Company, LLC, as warrant agent (the "Warrant Agent"), as amended by the First Amendment to Warrant Agreement, dated December 10, 2021, by and between the Issuer and the Warrant Agent (the "Warrant Agreement"), following the Issuer's Notice of Redemption of the warrants. Nebula Caravel Holdings, LLC received 0.2558 shares per warrant and the Issuer withheld 0.7442 shares per warrant exercised. Pursuant to the Issuer's Notice of Redemption, warrants remaining unexercised on January 12, 2022 would cease to be exercisable. F2 · ownership.nature: Nebula Caravel Holdings, LLC is the record holder of the securities reported herein. True Wind Capital II, L.P. and True Wind Capital II-A, L.P. (collectively, "True Wind Capital II") are the managing members of Nebula Caravel Holdings, LLC. Mr. Greene and Mr. Clammer are the managing members of True Wind Capital GP II, LLC, the General Partner of True Wind Capital II. As such, they may be deemed to have or share beneficial ownership of the securities held directly by Nebula Caravel Holdings, LLC. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. Read SEC document |
| December 23, 2021 Filed Dec 23, 2021 16:05 UTC | ZIX CORP ZIXI · Entity 132010 | OtherCommon Stock | 20,850,001 | $8.50 | $177,225,008.50 |
DisclosureSEC source: 0000899243-21-049570 · doc4.xml · nonDerivative · entry 2 ZEPHYR HOLDCO, LLC · CIK 0001767951 · Director · 10% owner True Wind Capital, L.P. · CIK 0001645139 · 10% owner True Wind Capital GP, LLC · CIK 0001727753 · 10% owner GREENE JAMES H JR · CIK 0001205970 · 10% owner CLAMMER ADAM · CIK 0001192808 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 0 F1 · kind: On December 22, 2021, Zephyr Holdco, LLC converted shares of Series A Preferred Stock it owned into 20,850,001 shares of Common Stock and tendered such shares of Common Stock to Open Text Corporation, a Canadian corporation ("Parent") pursuant to a cash tender offer (the "Offer") by Parent to acquire all of the outstanding shares of Common Stock at an offer price per share of $8.50, without interest and subject to any applicable withholding taxes. On December 23, 2021, Parent accepted all such shares of Common Stock tendered pursuant to such Offer. F1 · price: On December 22, 2021, Zephyr Holdco, LLC converted shares of Series A Preferred Stock it owned into 20,850,001 shares of Common Stock and tendered such shares of Common Stock to Open Text Corporation, a Canadian corporation ("Parent") pursuant to a cash tender offer (the "Offer") by Parent to acquire all of the outstanding shares of Common Stock at an offer price per share of $8.50, without interest and subject to any applicable withholding taxes. On December 23, 2021, Parent accepted all such shares of Common Stock tendered pursuant to such Offer. F2 · ownership.direct: Represents securities held by Zephyr Holdco, LLC. True Wind Capital, L.P. is the managing member of Zephyr Holdco, LLC and has voting and investment discretion with respect to the securities held of record by Zephyr Holdco, LLC. Adam Clammer and James H. Greene, Jr. are the managing members of True Wind Capital GP, LLC, the general partner of True Wind Capital, L.P. Mr. Greene served a member of the board of directors of the Issuer, and as a result, each of the Reporting Persons may be deemed a director by deputization of the Issuer. Each such entity or person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. Read SEC document |
| December 22, 2021 Filed Dec 23, 2021 16:05 UTC | ZIX CORP ZIXI · Entity 132010 | Exercise / conversionSeries A Convertible Preferred Stock · Derivative | 100,206 | $0.00 Strike: $6.02 | $0.00 |
DisclosureSEC source: 0000899243-21-049570 · doc4.xml · derivative · entry 3 ZEPHYR HOLDCO, LLC · CIK 0001767951 · Director · 10% owner True Wind Capital, L.P. · CIK 0001645139 · 10% owner True Wind Capital GP, LLC · CIK 0001727753 · 10% owner GREENE JAMES H JR · CIK 0001205970 · 10% owner CLAMMER ADAM · CIK 0001192808 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 0 Underlying: Common Stock · 20,850,001 shares Expires not disclosed Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F3 · derivative.exercise_price: The conversion rate of 166.11 per $1,000 Accreted Value is equivalent to a conversion price of approximately $6.02 per share of Common Stock of the Issuer (the "Common Stock"). F1 · kind: On December 22, 2021, Zephyr Holdco, LLC converted shares of Series A Preferred Stock it owned into 20,850,001 shares of Common Stock and tendered such shares of Common Stock to Open Text Corporation, a Canadian corporation ("Parent") pursuant to a cash tender offer (the "Offer") by Parent to acquire all of the outstanding shares of Common Stock at an offer price per share of $8.50, without interest and subject to any applicable withholding taxes. On December 23, 2021, Parent accepted all such shares of Common Stock tendered pursuant to such Offer. F4 · derivative.exercise_date: Series A Preferred Stock is convertible by the holder at any time into shares of Common Stock. The Issuer is required to redeem the Series A Preferred Stock upon a change in control (defined in the Series A certificate of designations) and may optionally redeem the Series A Preferred Stock at any time after February 20, 2023. F5 · derivative.expiration_date: The Series A Preferred Stock has no stated maturity and will remain outstanding indefinitely unless converted into Common Stock or repurchased or redeemed by the Issuer. F6 · derivative.underlying_shares: Represents shares of Common Stock currently issuable upon conversion of 100,206 shares of Series A Preferred Stock, which initially has a Stated Value of $1,000 per share, which accretes at a fixed rate of 8.0% per annum, compounded quarterly (the "Accreted Value"). Each share of Series A Preferred Stock is convertible into (i) shares of Common Stock equal to the product of (A) the Accreted Value with respect to such share on the conversion date multiplied by (B) the Conversion Rate as of the applicable conversion date divided by (C) 1,000 plus (ii) cash in lieu of fractional shares. The current Conversion Rate is equal to 166.11 shares. F2 · ownership.direct: Represents securities held by Zephyr Holdco, LLC. True Wind Capital, L.P. is the managing member of Zephyr Holdco, LLC and has voting and investment discretion with respect to the securities held of record by Zephyr Holdco, LLC. Adam Clammer and James H. Greene, Jr. are the managing members of True Wind Capital GP, LLC, the general partner of True Wind Capital, L.P. Mr. Greene served a member of the board of directors of the Issuer, and as a result, each of the Reporting Persons may be deemed a director by deputization of the Issuer. Each such entity or person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. Read SEC document |
| December 22, 2021 Filed Dec 23, 2021 16:05 UTC | ZIX CORP ZIXI · Entity 132010 | Exercise / conversionCommon Stock | 20,850,001 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-21-049570 · doc4.xml · nonDerivative · entry 1 ZEPHYR HOLDCO, LLC · CIK 0001767951 · Director · 10% owner True Wind Capital, L.P. · CIK 0001645139 · 10% owner True Wind Capital GP, LLC · CIK 0001727753 · 10% owner GREENE JAMES H JR · CIK 0001205970 · 10% owner CLAMMER ADAM · CIK 0001192808 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 20,850,001 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · kind: On December 22, 2021, Zephyr Holdco, LLC converted shares of Series A Preferred Stock it owned into 20,850,001 shares of Common Stock and tendered such shares of Common Stock to Open Text Corporation, a Canadian corporation ("Parent") pursuant to a cash tender offer (the "Offer") by Parent to acquire all of the outstanding shares of Common Stock at an offer price per share of $8.50, without interest and subject to any applicable withholding taxes. On December 23, 2021, Parent accepted all such shares of Common Stock tendered pursuant to such Offer. F1 · price: On December 22, 2021, Zephyr Holdco, LLC converted shares of Series A Preferred Stock it owned into 20,850,001 shares of Common Stock and tendered such shares of Common Stock to Open Text Corporation, a Canadian corporation ("Parent") pursuant to a cash tender offer (the "Offer") by Parent to acquire all of the outstanding shares of Common Stock at an offer price per share of $8.50, without interest and subject to any applicable withholding taxes. On December 23, 2021, Parent accepted all such shares of Common Stock tendered pursuant to such Offer. F2 · ownership.direct: Represents securities held by Zephyr Holdco, LLC. True Wind Capital, L.P. is the managing member of Zephyr Holdco, LLC and has voting and investment discretion with respect to the securities held of record by Zephyr Holdco, LLC. Adam Clammer and James H. Greene, Jr. are the managing members of True Wind Capital GP, LLC, the general partner of True Wind Capital, L.P. Mr. Greene served a member of the board of directors of the Issuer, and as a result, each of the Reporting Persons may be deemed a director by deputization of the Issuer. Each such entity or person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. Read SEC document |
| August 30, 2021 Filed Sep 1, 2021 12:33 UTC | TWC Tech Holdings II Corp. TWCTU · Entity 135826 | Exercise / conversionClass B Common Stock · Derivative | 14,887,500 | $0.00 | $0.00 |
DisclosureSEC source: 0001213900-21-046088 · ownership.xml · derivative · entry 3 TWC Tech Holdings II, LLC · CIK 0001819317 · Director · 10% owner TWC SPAC Aggregator II, LLC · CIK 0001822169 · Director · 10% owner TWC Employee SPAC Aggregator II, LLC · CIK 0001822168 · Director · 10% owner True Wind Capital Management, L.P. · CIK 0001824827 · Director · 10% owner True Wind Capital Management GP, LLC · CIK 0001824831 · Director · 10% owner CLAMMER ADAM · CIK 0001192808 · Director · 10% owner GREENE JAMES H JR · CIK 0001205970 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnote Disclosed balance after: 0 Underlying: Class A Common Stock · 14,887,500 shares Expires not disclosed Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · derivative.exercise_price: On August 30, 2021, TWC Tech Holdings II Corp. (the "Issuer") consummated its business combination (the "Business Combination") with Cellebrite DI Ltd. ("Cellebrite"). Immediately prior to the effective time of the Business Combination, each share of Class B common stock of the Issuer automatically converted into a share of Class A common stock of the Issuer ("Class A Common Stock") on a one-for-one basis. F1 · kind: On August 30, 2021, TWC Tech Holdings II Corp. (the "Issuer") consummated its business combination (the "Business Combination") with Cellebrite DI Ltd. ("Cellebrite"). Immediately prior to the effective time of the Business Combination, each share of Class B common stock of the Issuer automatically converted into a share of Class A common stock of the Issuer ("Class A Common Stock") on a one-for-one basis. F1 · derivative.exercise_date: On August 30, 2021, TWC Tech Holdings II Corp. (the "Issuer") consummated its business combination (the "Business Combination") with Cellebrite DI Ltd. ("Cellebrite"). Immediately prior to the effective time of the Business Combination, each share of Class B common stock of the Issuer automatically converted into a share of Class A common stock of the Issuer ("Class A Common Stock") on a one-for-one basis. F1 · derivative.expiration_date: On August 30, 2021, TWC Tech Holdings II Corp. (the "Issuer") consummated its business combination (the "Business Combination") with Cellebrite DI Ltd. ("Cellebrite"). Immediately prior to the effective time of the Business Combination, each share of Class B common stock of the Issuer automatically converted into a share of Class A common stock of the Issuer ("Class A Common Stock") on a one-for-one basis. F2 · ownership.nature: TWC Tech Holdings II, LLC was the record holder of the securities reported herein. TWC SPAC Aggregator II, LLC is the managing member of TWC Tech Holdings II, LLC. TWC Employee SPAC Aggregator II, LLC is the managing member of TWC SPAC Aggregator II, LLC. True Wind Capital Management, L.P. is the managing member of TWC Employee SPAC Aggregator II, LLC. True Wind Capital Management GP, LLC, is the general partner of True Wind Capital Management, L.P. As the managing members of True Wind Capital Management GP, LLC, Mr. Greene and Mr. Clammer may be deemed to have had or shared beneficial ownership of the securities held directly by TWC Tech Holdings II, LLC. Each such person disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest they may have therein, directly or indirectly. Read SEC document |
| August 30, 2021 Filed Sep 1, 2021 12:33 UTC | TWC Tech Holdings II Corp. TWCTU · Entity 135826 | Disposition to issuerClass A Common Stock | 14,887,500 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001213900-21-046088 · ownership.xml · nonDerivative · entry 2 TWC Tech Holdings II, LLC · CIK 0001819317 · Director · 10% owner TWC SPAC Aggregator II, LLC · CIK 0001822169 · Director · 10% owner TWC Employee SPAC Aggregator II, LLC · CIK 0001822168 · Director · 10% owner True Wind Capital Management, L.P. · CIK 0001824827 · Director · 10% owner True Wind Capital Management GP, LLC · CIK 0001824831 · Director · 10% owner CLAMMER ADAM · CIK 0001192808 · Director · 10% owner GREENE JAMES H JR · CIK 0001205970 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnote Disclosed balance after: 0 F3 · kind: On August 30, 2021, in connection with the closing of the Business Combination, pursuant to a Business Combination Agreement and Plan of Merger (the "Business Combination Agreement"), Cupcake Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Cellebrite ("Merger Sub") merged with and into the Issuer and the Issuer continued as the surviving corporation in the merger and as a wholly owned subsidiary of Cellebrite (the "Merger"). In connection with the Merger, each share of Class A Common Stock was converted into the right to receive one ordinary share of Cellebrite, as set forth in the Business Combination Agreement. F3 · price: On August 30, 2021, in connection with the closing of the Business Combination, pursuant to a Business Combination Agreement and Plan of Merger (the "Business Combination Agreement"), Cupcake Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Cellebrite ("Merger Sub") merged with and into the Issuer and the Issuer continued as the surviving corporation in the merger and as a wholly owned subsidiary of Cellebrite (the "Merger"). In connection with the Merger, each share of Class A Common Stock was converted into the right to receive one ordinary share of Cellebrite, as set forth in the Business Combination Agreement. F2 · ownership.nature: TWC Tech Holdings II, LLC was the record holder of the securities reported herein. TWC SPAC Aggregator II, LLC is the managing member of TWC Tech Holdings II, LLC. TWC Employee SPAC Aggregator II, LLC is the managing member of TWC SPAC Aggregator II, LLC. True Wind Capital Management, L.P. is the managing member of TWC Employee SPAC Aggregator II, LLC. True Wind Capital Management GP, LLC, is the general partner of True Wind Capital Management, L.P. As the managing members of True Wind Capital Management GP, LLC, Mr. Greene and Mr. Clammer may be deemed to have had or shared beneficial ownership of the securities held directly by TWC Tech Holdings II, LLC. Each such person disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest they may have therein, directly or indirectly. Read SEC document |
| August 30, 2021 Filed Sep 1, 2021 12:33 UTC | TWC Tech Holdings II Corp. TWCTU · Entity 135826 | Exercise / conversionClass A Common Stock | 14,887,500 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001213900-21-046088 · ownership.xml · nonDerivative · entry 1 TWC Tech Holdings II, LLC · CIK 0001819317 · Director · 10% owner TWC SPAC Aggregator II, LLC · CIK 0001822169 · Director · 10% owner TWC Employee SPAC Aggregator II, LLC · CIK 0001822168 · Director · 10% owner True Wind Capital Management, L.P. · CIK 0001824827 · Director · 10% owner True Wind Capital Management GP, LLC · CIK 0001824831 · Director · 10% owner CLAMMER ADAM · CIK 0001192808 · Director · 10% owner GREENE JAMES H JR · CIK 0001205970 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnote Disclosed balance after: 14,887,500 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · kind: On August 30, 2021, TWC Tech Holdings II Corp. (the "Issuer") consummated its business combination (the "Business Combination") with Cellebrite DI Ltd. ("Cellebrite"). Immediately prior to the effective time of the Business Combination, each share of Class B common stock of the Issuer automatically converted into a share of Class A common stock of the Issuer ("Class A Common Stock") on a one-for-one basis. F1 · price: On August 30, 2021, TWC Tech Holdings II Corp. (the "Issuer") consummated its business combination (the "Business Combination") with Cellebrite DI Ltd. ("Cellebrite"). Immediately prior to the effective time of the Business Combination, each share of Class B common stock of the Issuer automatically converted into a share of Class A common stock of the Issuer ("Class A Common Stock") on a one-for-one basis. F2 · ownership.nature: TWC Tech Holdings II, LLC was the record holder of the securities reported herein. TWC SPAC Aggregator II, LLC is the managing member of TWC Tech Holdings II, LLC. TWC Employee SPAC Aggregator II, LLC is the managing member of TWC SPAC Aggregator II, LLC. True Wind Capital Management, L.P. is the managing member of TWC Employee SPAC Aggregator II, LLC. True Wind Capital Management GP, LLC, is the general partner of True Wind Capital Management, L.P. As the managing members of True Wind Capital Management GP, LLC, Mr. Greene and Mr. Clammer may be deemed to have had or shared beneficial ownership of the securities held directly by TWC Tech Holdings II, LLC. Each such person disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest they may have therein, directly or indirectly. Read SEC document |
| July 30, 2021 Filed Aug 3, 2021 23:01 UTC | ROVER GROUP, INC. ROVR · Entity 93736 | GrantPrivate Placement Warrants · Derivative | 2,574,164 | $1.50 Strike: $11.50 | $3,861,246.00 |
DisclosureSEC source: 0000899243-21-031372 · doc4.xml · derivative · entry 5 Nebula Caravel Holdings LLC · CIK 0001826066 · Director · 10% owner True Wind Capital II, L.P. · CIK 0001804014 · Director · 10% owner True Wind Capital II-A, L.P. · CIK 0001804015 · Director · 10% owner True Wind Capital GP II, LLC · CIK 0001835521 · Director · 10% owner CLAMMER ADAM · CIK 0001192808 · Director · 10% owner GREENE JAMES H JR · CIK 0001205970 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See Footnote Disclosed balance after: 2,574,164 Underlying: Class A Common Stock · 2,574,164 shares Expires 2026-07-30 F3 · kind: Represents Private Placement Warrants acquired from the Issuer in connection with the Issuer's initial public offering, not including 2,592,503 warrants forfeited to the Issuer in connection with the Business Combination. Each warrant is exercisable for one share of Class A common stock at an exercise price of $11.50 per share, subject to certain adjustments. The warrants may be exercised commencing on the later of 12 months from the closing of the Issuer's initial public offering and 30 days after the completion of the Issuer's initial business and expire five years after consummation of the Business Combination or earlier upon redemption or liquidation. F3 · derivative.exercise_date: Represents Private Placement Warrants acquired from the Issuer in connection with the Issuer's initial public offering, not including 2,592,503 warrants forfeited to the Issuer in connection with the Business Combination. Each warrant is exercisable for one share of Class A common stock at an exercise price of $11.50 per share, subject to certain adjustments. The warrants may be exercised commencing on the later of 12 months from the closing of the Issuer's initial public offering and 30 days after the completion of the Issuer's initial business and expire five years after consummation of the Business Combination or earlier upon redemption or liquidation. F2 · ownership.nature: Nebula Caravel Holdings, LLC is the record holder of the securities reported herein. True Wind Capital II, L.P. and True Wind Capital II-A, L.P. (collectively, "True Wind Capital II") are the managing members of Nebula Caravel Holdings, LLC. Mr. Greene and Mr. Clammer are the managing members of True Wind Capital GP II, LLC, the General Partner of True Wind Capital II. As such, they may be deemed to have or share beneficial ownership of the securities held directly by Nebula Caravel Holdings, LLC. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. Read SEC document |
| July 30, 2021 Filed Aug 3, 2021 23:01 UTC | ROVER GROUP, INC. ROVR · Entity 93736 | ConversionClass B Common Stock · Derivative | 5,799,126 | $0.00 | $0.00 |
DisclosureSEC source: 0000899243-21-031372 · doc4.xml · derivative · entry 4 Nebula Caravel Holdings LLC · CIK 0001826066 · Director · 10% owner True Wind Capital II, L.P. · CIK 0001804014 · Director · 10% owner True Wind Capital II-A, L.P. · CIK 0001804015 · Director · 10% owner True Wind Capital GP II, LLC · CIK 0001835521 · Director · 10% owner CLAMMER ADAM · CIK 0001192808 · Director · 10% owner GREENE JAMES H JR · CIK 0001205970 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See Footnote Disclosed balance after: 0 Underlying: Class A Common Stock · 5,799,126 shares Expires not disclosed Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · derivative.exercise_price: On July 30, 2021, Nebula Caravel Acquisition Corp. consummated its business combination (the "Business Combination") with A Place for Rover, Inc.. Following consummation of the Business Combination, the issuer changed its legal name to Rover Group, Inc.(the "Issuer"). In connection with the consummation of the Business Combination, Nebula Caravel Holdings, LLC forfeited 975,874 shares of Class B common stock and the remaining shares of Class B common stock held by Nebula Caravel Holdings, LLC automatically converted into shares of Class A common stock on a one-for-one basis. F1 · kind: On July 30, 2021, Nebula Caravel Acquisition Corp. consummated its business combination (the "Business Combination") with A Place for Rover, Inc.. Following consummation of the Business Combination, the issuer changed its legal name to Rover Group, Inc.(the "Issuer"). In connection with the consummation of the Business Combination, Nebula Caravel Holdings, LLC forfeited 975,874 shares of Class B common stock and the remaining shares of Class B common stock held by Nebula Caravel Holdings, LLC automatically converted into shares of Class A common stock on a one-for-one basis. F1 · derivative.exercise_date: On July 30, 2021, Nebula Caravel Acquisition Corp. consummated its business combination (the "Business Combination") with A Place for Rover, Inc.. Following consummation of the Business Combination, the issuer changed its legal name to Rover Group, Inc.(the "Issuer"). In connection with the consummation of the Business Combination, Nebula Caravel Holdings, LLC forfeited 975,874 shares of Class B common stock and the remaining shares of Class B common stock held by Nebula Caravel Holdings, LLC automatically converted into shares of Class A common stock on a one-for-one basis. F1 · derivative.expiration_date: On July 30, 2021, Nebula Caravel Acquisition Corp. consummated its business combination (the "Business Combination") with A Place for Rover, Inc.. Following consummation of the Business Combination, the issuer changed its legal name to Rover Group, Inc.(the "Issuer"). In connection with the consummation of the Business Combination, Nebula Caravel Holdings, LLC forfeited 975,874 shares of Class B common stock and the remaining shares of Class B common stock held by Nebula Caravel Holdings, LLC automatically converted into shares of Class A common stock on a one-for-one basis. F2 · ownership.nature: Nebula Caravel Holdings, LLC is the record holder of the securities reported herein. True Wind Capital II, L.P. and True Wind Capital II-A, L.P. (collectively, "True Wind Capital II") are the managing members of Nebula Caravel Holdings, LLC. Mr. Greene and Mr. Clammer are the managing members of True Wind Capital GP II, LLC, the General Partner of True Wind Capital II. As such, they may be deemed to have or share beneficial ownership of the securities held directly by Nebula Caravel Holdings, LLC. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. Read SEC document |
| July 30, 2021 Filed Aug 3, 2021 23:01 UTC | ROVER GROUP, INC. ROVR · Entity 93736 | Disposition to issuerClass B Common Stock · Derivative | 975,874 | $0.00 | $0.00 |
DisclosureSEC source: 0000899243-21-031372 · doc4.xml · derivative · entry 3 Nebula Caravel Holdings LLC · CIK 0001826066 · Director · 10% owner True Wind Capital II, L.P. · CIK 0001804014 · Director · 10% owner True Wind Capital II-A, L.P. · CIK 0001804015 · Director · 10% owner True Wind Capital GP II, LLC · CIK 0001835521 · Director · 10% owner CLAMMER ADAM · CIK 0001192808 · Director · 10% owner GREENE JAMES H JR · CIK 0001205970 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See Footnote Disclosed balance after: 5,799,126 Underlying: Class A Common Stock · 975,874 shares Expires not disclosed F1 · derivative.exercise_price: On July 30, 2021, Nebula Caravel Acquisition Corp. consummated its business combination (the "Business Combination") with A Place for Rover, Inc.. Following consummation of the Business Combination, the issuer changed its legal name to Rover Group, Inc.(the "Issuer"). In connection with the consummation of the Business Combination, Nebula Caravel Holdings, LLC forfeited 975,874 shares of Class B common stock and the remaining shares of Class B common stock held by Nebula Caravel Holdings, LLC automatically converted into shares of Class A common stock on a one-for-one basis. F1 · kind: On July 30, 2021, Nebula Caravel Acquisition Corp. consummated its business combination (the "Business Combination") with A Place for Rover, Inc.. Following consummation of the Business Combination, the issuer changed its legal name to Rover Group, Inc.(the "Issuer"). In connection with the consummation of the Business Combination, Nebula Caravel Holdings, LLC forfeited 975,874 shares of Class B common stock and the remaining shares of Class B common stock held by Nebula Caravel Holdings, LLC automatically converted into shares of Class A common stock on a one-for-one basis. F1 · derivative.exercise_date: On July 30, 2021, Nebula Caravel Acquisition Corp. consummated its business combination (the "Business Combination") with A Place for Rover, Inc.. Following consummation of the Business Combination, the issuer changed its legal name to Rover Group, Inc.(the "Issuer"). In connection with the consummation of the Business Combination, Nebula Caravel Holdings, LLC forfeited 975,874 shares of Class B common stock and the remaining shares of Class B common stock held by Nebula Caravel Holdings, LLC automatically converted into shares of Class A common stock on a one-for-one basis. F1 · derivative.expiration_date: On July 30, 2021, Nebula Caravel Acquisition Corp. consummated its business combination (the "Business Combination") with A Place for Rover, Inc.. Following consummation of the Business Combination, the issuer changed its legal name to Rover Group, Inc.(the "Issuer"). In connection with the consummation of the Business Combination, Nebula Caravel Holdings, LLC forfeited 975,874 shares of Class B common stock and the remaining shares of Class B common stock held by Nebula Caravel Holdings, LLC automatically converted into shares of Class A common stock on a one-for-one basis. F2 · ownership.nature: Nebula Caravel Holdings, LLC is the record holder of the securities reported herein. True Wind Capital II, L.P. and True Wind Capital II-A, L.P. (collectively, "True Wind Capital II") are the managing members of Nebula Caravel Holdings, LLC. Mr. Greene and Mr. Clammer are the managing members of True Wind Capital GP II, LLC, the General Partner of True Wind Capital II. As such, they may be deemed to have or share beneficial ownership of the securities held directly by Nebula Caravel Holdings, LLC. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. Read SEC document |
| July 30, 2021 Filed Aug 3, 2021 23:01 UTC | ROVER GROUP, INC. ROVR · Entity 93736 | GrantClass A Common Stock | 8,000,000 | $10.00 | $80,000,000.00 |
DisclosureSEC source: 0000899243-21-031372 · doc4.xml · nonDerivative · entry 2 Nebula Caravel Holdings LLC · CIK 0001826066 · Director · 10% owner True Wind Capital II, L.P. · CIK 0001804014 · Director · 10% owner True Wind Capital II-A, L.P. · CIK 0001804015 · Director · 10% owner True Wind Capital GP II, LLC · CIK 0001835521 · Director · 10% owner CLAMMER ADAM · CIK 0001192808 · Director · 10% owner GREENE JAMES H JR · CIK 0001205970 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnote Disclosed balance after: 13,799,126 F2 · ownership.nature: Nebula Caravel Holdings, LLC is the record holder of the securities reported herein. True Wind Capital II, L.P. and True Wind Capital II-A, L.P. (collectively, "True Wind Capital II") are the managing members of Nebula Caravel Holdings, LLC. Mr. Greene and Mr. Clammer are the managing members of True Wind Capital GP II, LLC, the General Partner of True Wind Capital II. As such, they may be deemed to have or share beneficial ownership of the securities held directly by Nebula Caravel Holdings, LLC. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. Read SEC document |
| July 30, 2021 Filed Aug 3, 2021 23:01 UTC | ROVER GROUP, INC. ROVR · Entity 93736 | ConversionClass A Common Stock | 5,799,126 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-21-031372 · doc4.xml · nonDerivative · entry 1 Nebula Caravel Holdings LLC · CIK 0001826066 · Director · 10% owner True Wind Capital II, L.P. · CIK 0001804014 · Director · 10% owner True Wind Capital II-A, L.P. · CIK 0001804015 · Director · 10% owner True Wind Capital GP II, LLC · CIK 0001835521 · Director · 10% owner CLAMMER ADAM · CIK 0001192808 · Director · 10% owner GREENE JAMES H JR · CIK 0001205970 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnote Disclosed balance after: 5,799,126 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · kind: On July 30, 2021, Nebula Caravel Acquisition Corp. consummated its business combination (the "Business Combination") with A Place for Rover, Inc.. Following consummation of the Business Combination, the issuer changed its legal name to Rover Group, Inc.(the "Issuer"). In connection with the consummation of the Business Combination, Nebula Caravel Holdings, LLC forfeited 975,874 shares of Class B common stock and the remaining shares of Class B common stock held by Nebula Caravel Holdings, LLC automatically converted into shares of Class A common stock on a one-for-one basis. F1 · price: On July 30, 2021, Nebula Caravel Acquisition Corp. consummated its business combination (the "Business Combination") with A Place for Rover, Inc.. Following consummation of the Business Combination, the issuer changed its legal name to Rover Group, Inc.(the "Issuer"). In connection with the consummation of the Business Combination, Nebula Caravel Holdings, LLC forfeited 975,874 shares of Class B common stock and the remaining shares of Class B common stock held by Nebula Caravel Holdings, LLC automatically converted into shares of Class A common stock on a one-for-one basis. F2 · ownership.nature: Nebula Caravel Holdings, LLC is the record holder of the securities reported herein. True Wind Capital II, L.P. and True Wind Capital II-A, L.P. (collectively, "True Wind Capital II") are the managing members of Nebula Caravel Holdings, LLC. Mr. Greene and Mr. Clammer are the managing members of True Wind Capital GP II, LLC, the General Partner of True Wind Capital II. As such, they may be deemed to have or share beneficial ownership of the securities held directly by Nebula Caravel Holdings, LLC. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. Read SEC document |
| January 06, 2021 Filed Jan 8, 2021 17:11 UTC | TWC Tech Holdings II Corp. TWCTU · Entity 135826 | OtherClass B Common Stock · Derivative | 25,000 | $0.00 | $0.00 |
DisclosureSEC source: 0001213900-21-001241 · ownership.xml · derivative · entry 1 TWC Tech Holdings II, LLC · CIK 0001819317 · 10% owner TWC SPAC Aggregator II, LLC · CIK 0001822169 · 10% owner TWC Employee SPAC Aggregator II, LLC · CIK 0001822168 · 10% owner True Wind Capital Management, L.P. · CIK 0001824827 · 10% owner True Wind Capital Management GP, LLC · CIK 0001824831 · 10% owner CLAMMER ADAM · CIK 0001192808 · Director · CEO and President · 10% owner GREENE JAMES H JR · CIK 0001205970 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnote Disclosed balance after: 14,887,500 Underlying: Class A Common Stock · 25,000 shares Expires not disclosed F1 · derivative.exercise_price: The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Issuer's initial business combination on a one-for-one basis. The Class B common stock has no expiration date. F2 · kind: Pursuant to certain securities assignment agreement, dated as of January 6, 2021, 25,000 shares of Class B common stock of the Issuer were assigned by TWC Tech Holdings II, LLC to a new director of the Issuer at the original per share purchase price. F1 · derivative.exercise_date: The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Issuer's initial business combination on a one-for-one basis. The Class B common stock has no expiration date. F1 · derivative.expiration_date: The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Issuer's initial business combination on a one-for-one basis. The Class B common stock has no expiration date. F3 · ownership.nature: TWC Tech Holdings II, LLC is the record holder of the shares of Class B common stock reported herein. TWC SPAC Aggregator II, LLC is the managing member of TWC Tech Holdings II, LLC. TWC Employee SPAC Aggregator II, LLC is the managing member of TWC SPAC Aggregator II, LLC. True Wind Capital Management, L.P. is the managing member of TWC Employee SPAC Aggregator II, LLC. True Wind Capital Management GP, LLC, is the general partner of True Wind Capital Management, L.P. As the managing members of True Wind Capital Management GP, LLC, Mr. Greene and Mr. Clammer may be deemed to have or share beneficial ownership of the Class B common stock held directly by TWC Tech Holdings II, LLC. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. Read SEC document |
| December 21, 2020 Filed Dec 21, 2020 17:20 UTC | TWC Tech Holdings II Corp. TWCTU · Entity 135826 | OtherClass B Common Stock · Derivative | 12,500 | $0.00 | $0.00 |
DisclosureSEC source: 0001213900-20-043876 · ownership.xml · derivative · entry 1 TWC Tech Holdings II, LLC · CIK 0001819317 · 10% owner TWC SPAC Aggregator II, LLC · CIK 0001822169 · 10% owner TWC Employee SPAC Aggregator II, LLC · CIK 0001822168 · 10% owner True Wind Capital Management, L.P. · CIK 0001824827 · 10% owner True Wind Capital Management GP, LLC · CIK 0001824831 · 10% owner CLAMMER ADAM · CIK 0001192808 · Director · CEO and President · 10% owner GREENE JAMES H JR · CIK 0001205970 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnote Disclosed balance after: 14,912,500 Underlying: Class A Common Stock · 12,500 shares Expires not disclosed F1 · derivative.exercise_price: The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Issuer's initial business combination on a one-for-one basis. The Class B common stock has no expiration date. F2 · kind: Pursuant to certain securities assignment agreement, dated as of December 21, 2020, 12,500 shares of Class B common stock of the Issuer were assigned by a resigning director of the Issuer to TWC Tech Holdings II, LLC for no consideration. F1 · derivative.exercise_date: The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Issuer's initial business combination on a one-for-one basis. The Class B common stock has no expiration date. F1 · derivative.expiration_date: The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Issuer's initial business combination on a one-for-one basis. The Class B common stock has no expiration date. F3 · ownership.nature: TWC Tech Holdings II, LLC is the record holder of the shares of Class B common stock reported herein. TWC SPAC Aggregator II, LLC is the managing member of TWC Tech Holdings II, LLC. TWC Employee SPAC Aggregator II, LLC is the managing member of TWC SPAC Aggregator II, LLC. True Wind Capital Management, L.P. is the managing member of TWC Employee SPAC Aggregator II, LLC. True Wind Capital Management GP, LLC, is the general partner of True Wind Capital Management, L.P. As the managing members of True Wind Capital Management GP, LLC, Mr. Greene and Mr. Clammer may be deemed to have or share beneficial ownership of the Class B common stock held directly by TWC Tech Holdings II, LLC. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. Read SEC document |
| December 14, 2020 Filed Dec 14, 2020 21:05 UTC | Open Lending Corp LPRO · Entity 27598 | SaleCommon Stock | 4,413,671 | $26.88 | $118,639,476.48 |
DisclosureSEC source: 0000899243-20-033729 · doc4.xml · nonDerivative · entry 1 Nebula Holdings LLC · CIK 0001720351 · 10% owner True Wind Capital, L.P. · CIK 0001645139 · 10% owner True Wind Capital GP, LLC · CIK 0001727753 · 10% owner CLAMMER ADAM · CIK 0001192808 · 10% owner GREENE JAMES H JR · CIK 0001205970 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 12,111,329 F1 · balance_after: These shares represent shares of Open Lending Corporation common stock held by Nebula Holdings, LLC. True Wind Capital, L.P. is the managing member of Nebula Holdings, LLC and has voting and investment discretion with respect to the common stock held of record by Nebula Holdings, LLC. Adam Clammer and James Greene, Jr. are the managing members of True Wind Capital GP, LLC, the general partner of True Wind Capital, L.P. As such, True Wind Capital, L.P., Mr. Clammer and Mr. Greene may be deemed to have shared beneficial ownership of the common stock held directly by Nebula Holdings, LLC. Each such entity or person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. Read SEC document |
| December 11, 2020 Filed Dec 11, 2020 22:01 UTC | ROVER GROUP, INC. NEBCU · Entity 93736 | OtherClass B Common Stock · Derivative | 312,500 | $0.00 | $0.00 |
DisclosureSEC source: 0001213900-20-042284 · ownership.xml · derivative · entry 1 Nebula Caravel Holdings LLC · CIK 0001826066 · 10% owner True Wind Capital II, L.P. · CIK 0001804014 · 10% owner True Wind Capital II-A, L.P. · CIK 0001804015 · 10% owner True Wind Capital GP II, LLC · CIK 0001835521 · 10% owner CLAMMER ADAM · CIK 0001192808 · Director · CEO and President · 10% owner GREENE JAMES H JR · CIK 0001205970 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnote Disclosed balance after: 6,775,000 Underlying: Class A Common Stock · 312,500 shares Expires not disclosed F1 · derivative.exercise_price: The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Issuer's initial business combination on a one-for-one basis. The Class B common stock has no expiration date. F2 · kind: As contemplated in connection with the initial public offering of the Issuer, 312,500 shares of Class B 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. F1 · derivative.exercise_date: The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Issuer's initial business combination on a one-for-one basis. The Class B common stock has no expiration date. F1 · derivative.expiration_date: The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Issuer's initial business combination on a one-for-one basis. The Class B common stock has no expiration date. F3 · ownership.nature: Nebula Caravel Holdings, LLC is the record holder of the shares reported herein. True Wind Capital II, L.P. and True Wind Capital II-A, L.P. (collectively, "True Wind Capital II") are the managing members of Nebula Caravel Holdings, LLC. Mr. Greene and Mr. Clammer are the managing members of True Wind Capital GP II, LLC, the General Partner of True Wind Capital II. As such, they may be deemed to have or share beneficial ownership of the Class B Common Stock held directly by Nebula Caravel Holdings, LLC. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. Read SEC document |
| September 15, 2020 Filed Sep 17, 2020 16:36 UTC | TWC Tech Holdings II Corp. TWCTU · Entity 135826 | OtherClass B Common Stock · Derivative | 93,750 | $0.00 | $0.00 |
DisclosureSEC source: 0001213900-20-027159 · ownership.xml · derivative · entry 1 TWC Tech Holdings II, LLC · CIK 0001819317 · 10% owner TWC SPAC Aggregator II, LLC · CIK 0001822169 · 10% owner TWC Employee SPAC Aggregator II, LLC · CIK 0001822168 · 10% owner True Wind Capital Management, L.P. · CIK 0001824827 · 10% owner True Wind Capital Management GP, LLC · CIK 0001824831 · 10% owner CLAMMER ADAM · CIK 0001192808 · Director · CEO and President · 10% owner GREENE JAMES H JR · CIK 0001205970 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnote Disclosed balance after: 14,900,000 Underlying: Class A Common Stock · 93,750 shares Expires not disclosed F1 · derivative.exercise_price: The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Issuer's initial business combination on a one-for-one basis. The Class B common stock has no expiration date. F2 · kind: As contemplated in connection with the initial public offering of the Issuer, 93,750 shares of Class B 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. F1 · derivative.exercise_date: The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Issuer's initial business combination on a one-for-one basis. The Class B common stock has no expiration date. F1 · derivative.expiration_date: The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Issuer's initial business combination on a one-for-one basis. The Class B common stock has no expiration date. F3 · ownership.nature: TWC Tech Holdings II, LLC is the record holder of the shares of Class B common stock reported herein. TWC SPAC Aggregator II, LLC is the managing member of TWC Tech Holdings II, LLC. TWC Employee SPAC Aggregator II, LLC is the managing member of TWC SPAC Aggregator II, LLC. True Wind Capital Management, L.P. is the managing member of TWC Employee SPAC Aggregator II, LLC. True Wind Capital Management GP, LLC, is the general partner of True Wind Capital Management, L.P. As the managing members of True Wind Capital Management GP, LLC, Mr. Greene and Mr. Clammer may be deemed to have or share beneficial ownership of the Class B common stock held directly by TWC Tech Holdings II, LLC. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. Read SEC document |
| July 21, 2020 Filed Jul 23, 2020 21:01 UTC | Open Lending Corp LPRO · Entity 27598 | OtherCommon Stock | 1,250,000 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-20-020228 · doc4.xml · nonDerivative · entry 1 Nebula Holdings LLC · CIK 0001720351 · 10% owner CLAMMER ADAM · CIK 0001192808 · 10% owner GREENE JAMES H JR · CIK 0001205970 · 10% owner True Wind Capital GP, LLC · CIK 0001727753 · 10% owner True Wind Capital, L.P. · CIK 0001645139 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 16,525,000 F1 · kind: The shares of Common Stock of the Issuer reported on this Form 4 were issued pursuant to Section 2.03 of that certain Business Combination Agreement, dated as of January 5, 2020 (the "Earnout Rights"). The shares of the Issuer issued pursuant to the Earnout Rights were issued to the Reporting Person on July 21, 2020. F1 · price: The shares of Common Stock of the Issuer reported on this Form 4 were issued pursuant to Section 2.03 of that certain Business Combination Agreement, dated as of January 5, 2020 (the "Earnout Rights"). The shares of the Issuer issued pursuant to the Earnout Rights were issued to the Reporting Person on July 21, 2020. F2 · balance_after: These shares represent shares of Open Lending Corporation common stock held by Nebula Holdings, LLC. True Wind Capital, L.P. is the managing member of Nebula Holdings, LLC and has voting and investment discretion with respect to the common stock held of record by Nebula Holdings, LLC. Adam Clammer and James Greene, Jr. are the managing members of True Wind Capital GP, LLC, the general partner of True Wind Capital, L.P. As such, True Wind Capital, L.P., Mr. Clammer and Mr. Greene may be deemed to have shared beneficial ownership of the common stock held directly by Nebula Holdings, LLC. Each such entity or person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. Read SEC document |
| July 21, 2020 Filed Jul 23, 2020 21:01 UTC | Open Lending Corp LPRO · Entity 27598 | OtherCommon Stock | 1,250,000 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-20-020227 · doc4.xml · nonDerivative · entry 1 CLAMMER ADAM · CIK 0001192808 · Director 10b5-1 filing: Not disclosed Ownership: Indirect · Shares held by Nebula Holdings, LLC Disclosed balance after: 16,525,000 F1 · kind: The shares of Common Stock of the Issuer reported on this Form 4 were issued pursuant to Section 2.03 of that certain Business Combination Agreement, dated as of January 5, 2020 (the "Earnout Rights"). The shares of the Issuer issued pursuant to the Earnout Rights were issued to the Reporting Person on July 21, 2020. F1 · price: The shares of Common Stock of the Issuer reported on this Form 4 were issued pursuant to Section 2.03 of that certain Business Combination Agreement, dated as of January 5, 2020 (the "Earnout Rights"). The shares of the Issuer issued pursuant to the Earnout Rights were issued to the Reporting Person on July 21, 2020. F2 · balance_after: These shares represent shares of Open Lending Corporation common stock held by Nebula Holdings, LLC. True Wind Capital, L.P. is the managing member of Nebula Holdings, LLC and has voting and investment discretion with respect to the common stock held of record by Nebula Holdings, LLC. Adam Clammer and James Greene, Jr. are the managing members of True Wind Capital GP, LLC, the general partner of True Wind Capital, L.P. As such, True Wind Capital, L.P., Mr. Clammer and Mr. Greene may be deemed to have shared beneficial ownership of the common stock held directly by Nebula Holdings, LLC. Each such entity or person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. Read SEC document |
| June 10, 2020 Filed Jun 12, 2020 20:15 UTC | Nebula Acquisition Corp NEBU · Entity 148493 | Disposition to issuerClass B Common Stock · Derivative | 6,775,000 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-20-016355 · doc4.xml · derivative · entry 1 Nebula Holdings LLC · CIK 0001720351 · 10% owner CLAMMER ADAM · CIK 0001192808 · Director · See Remarks · 10% owner GREENE JAMES H JR · CIK 0001205970 · Director · See Remarks · 10% owner True Wind Capital GP, LLC · CIK 0001727753 · 10% owner True Wind Capital, L.P. · CIK 0001645139 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 0 Underlying: Class A Common Stock · 6,775,000 shares Expires not disclosed F1 · derivative.exercise_price: In connection with the closing of the business combination between Nebula Acquisition Corporation (the "Issuer") and Open Lending, LLC, the Reporting Persons exchanged their Class B common stock, par value $0.0001 per share, of the Issuer for common stock, par value $0.01 per share, of the combined company, Open Lending Corporation. The Reporting Persons are no longer subject to the reporting requirements of Section 16 with respect to the Issuer's securities. F1 · price: In connection with the closing of the business combination between Nebula Acquisition Corporation (the "Issuer") and Open Lending, LLC, the Reporting Persons exchanged their Class B common stock, par value $0.0001 per share, of the Issuer for common stock, par value $0.01 per share, of the combined company, Open Lending Corporation. The Reporting Persons are no longer subject to the reporting requirements of Section 16 with respect to the Issuer's securities. F1 · derivative.exercise_date: In connection with the closing of the business combination between Nebula Acquisition Corporation (the "Issuer") and Open Lending, LLC, the Reporting Persons exchanged their Class B common stock, par value $0.0001 per share, of the Issuer for common stock, par value $0.01 per share, of the combined company, Open Lending Corporation. The Reporting Persons are no longer subject to the reporting requirements of Section 16 with respect to the Issuer's securities. F1 · derivative.expiration_date: In connection with the closing of the business combination between Nebula Acquisition Corporation (the "Issuer") and Open Lending, LLC, the Reporting Persons exchanged their Class B common stock, par value $0.0001 per share, of the Issuer for common stock, par value $0.01 per share, of the combined company, Open Lending Corporation. The Reporting Persons are no longer subject to the reporting requirements of Section 16 with respect to the Issuer's securities. Read SEC document |
| June 05, 2019 Filed Jun 7, 2019 16:24 UTC | ZIX CORP ZIXI · Entity 132010 | Exercise / conversionSeries A Convertible Preferred Stock · Derivative | 35,292 | Not disclosed Strike: $6.02 | Not disclosed |
DisclosureSEC source: 0000899243-19-016006 · doc4.xml · derivative · entry 2 ZEPHYR HOLDCO, LLC · CIK 0001767951 · Director · 10% owner True Wind Capital, L.P. · CIK 0001645139 · Director · 10% owner True Wind Capital GP, LLC · CIK 0001727753 · Director · 10% owner GREENE JAMES H JR · CIK 0001205970 · Director · 10% owner CLAMMER ADAM · CIK 0001192808 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 100,206 Underlying: Common Stock · 17,043,229 shares Expires not disclosed Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F4 · derivative.exercise_price: The conversion rate of 166.11 per $1,000 Accreted Value is equivalent to a conversion price of approximately $6.02 per share of Common Stock of the Issuer (the "Common Stock"). F1 · kind: Following Issuer's receipt of shareholder approval on June 5, 2019, on June 6, 2019 each share of Series B Convertible Preferred Stock, par value $1.00 per share (the "Series B Preferred Stock") automatically converted into the number of shares of Series A Preferred Stock (defined below) equal to the liquidation preference (equal to the stated value (initially $1,000 per share, subject to increase in the event cash dividends due on such Series B Preferred Stock were not paid in respect of any dividend payment period) plus accrued but unpaid dividends) of such share of Series B Preferred Stock divided by the Accreted Value (defined below) of a share of Series A Convertible Preferred Stock, par value $1.00 per share (the "Series A Preferred Stock") on the date of conversion plus cash in lieu of fractional shares. F2 · kind: (Continued from Footnote 1) As a result of the shareholder approval, the 35,086 shares of Series B Preferred Stock beneficially owned by the Reporting Persons converted into 35,292 shares of Series A Preferred Stock. F1 · price: Following Issuer's receipt of shareholder approval on June 5, 2019, on June 6, 2019 each share of Series B Convertible Preferred Stock, par value $1.00 per share (the "Series B Preferred Stock") automatically converted into the number of shares of Series A Preferred Stock (defined below) equal to the liquidation preference (equal to the stated value (initially $1,000 per share, subject to increase in the event cash dividends due on such Series B Preferred Stock were not paid in respect of any dividend payment period) plus accrued but unpaid dividends) of such share of Series B Preferred Stock divided by the Accreted Value (defined below) of a share of Series A Convertible Preferred Stock, par value $1.00 per share (the "Series A Preferred Stock") on the date of conversion plus cash in lieu of fractional shares. F2 · price: (Continued from Footnote 1) As a result of the shareholder approval, the 35,086 shares of Series B Preferred Stock beneficially owned by the Reporting Persons converted into 35,292 shares of Series A Preferred Stock. F5 · derivative.exercise_date: Series A Preferred Stock is convertible by the holder at any time into shares of Common Stock. The Issuer is required to redeem the Series A Preferred Stock upon a change in control (defined in the Series A certificate of designations) and may optionally redeem the Series A Preferred Stock at any time after February 20, 2023. F6 · derivative.expiration_date: The Series A Preferred Stock has no stated maturity and will remain outstanding indefinitely unless converted into Common Stock or repurchased or redeemed by the Issuer. F7 · derivative.underlying_shares: Represents shares of Common Stock currently issuable upon conversion of 100,206 shares of Series A Preferred Stock, which initially has a Stated Value of $1,000 per share, which accretes at a fixed rate of 8.0% per annum, compounded quarterly (the "Accreted Value"). Each share of Series A Preferred Stock is convertible into (i) shares of Common Stock equal to the product of (A) the Accreted Value with respect to such share on the conversion date multiplied by (B) the Conversion Rate as of the applicable conversion date divided by (C) 1,000 plus (ii) cash in lieu of fractional shares. The initial Conversion Rate is equal to 166.11 shares, subject to adjustment from time to time upon the occurrence of certain customary events in accordance with the terms of the Series A Certificate of Designations. F3 · ownership.direct: Represents securities held by Zephyr Holdco, LLC. True Wind Capital, L.P. is the managing member of Zephyr Holdco, LLC and has voting and investment discretion with respect to the securities held of record by Zephyr Holdco, LLC. Adam Clammer and James H. Greene, Jr. are the managing members of True Wind Capital GP, LLC, the general partner of True Wind Capital, L.P. Mr. Greene, along with Mr. Brandon Van Buren, a principal at True Wind Capital, serve as members of the board of directors of the Issuer, and as a result, each of the Reporting Persons may be deemed a director by deputization of the Issuer. Each such entity or person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. Read SEC document |
| June 05, 2019 Filed Jun 7, 2019 16:24 UTC | ZIX CORP ZIXI · Entity 132010 | Exercise / conversionSeries B Convertible Preferred Stock | 35,086 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-19-016006 · doc4.xml · nonDerivative · entry 1 ZEPHYR HOLDCO, LLC · CIK 0001767951 · Director · 10% owner True Wind Capital, L.P. · CIK 0001645139 · Director · 10% owner True Wind Capital GP, LLC · CIK 0001727753 · Director · 10% owner GREENE JAMES H JR · CIK 0001205970 · Director · 10% owner CLAMMER ADAM · CIK 0001192808 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 0 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · security: Following Issuer's receipt of shareholder approval on June 5, 2019, on June 6, 2019 each share of Series B Convertible Preferred Stock, par value $1.00 per share (the "Series B Preferred Stock") automatically converted into the number of shares of Series A Preferred Stock (defined below) equal to the liquidation preference (equal to the stated value (initially $1,000 per share, subject to increase in the event cash dividends due on such Series B Preferred Stock were not paid in respect of any dividend payment period) plus accrued but unpaid dividends) of such share of Series B Preferred Stock divided by the Accreted Value (defined below) of a share of Series A Convertible Preferred Stock, par value $1.00 per share (the "Series A Preferred Stock") on the date of conversion plus cash in lieu of fractional shares. F2 · security: (Continued from Footnote 1) As a result of the shareholder approval, the 35,086 shares of Series B Preferred Stock beneficially owned by the Reporting Persons converted into 35,292 shares of Series A Preferred Stock. F1 · kind: Following Issuer's receipt of shareholder approval on June 5, 2019, on June 6, 2019 each share of Series B Convertible Preferred Stock, par value $1.00 per share (the "Series B Preferred Stock") automatically converted into the number of shares of Series A Preferred Stock (defined below) equal to the liquidation preference (equal to the stated value (initially $1,000 per share, subject to increase in the event cash dividends due on such Series B Preferred Stock were not paid in respect of any dividend payment period) plus accrued but unpaid dividends) of such share of Series B Preferred Stock divided by the Accreted Value (defined below) of a share of Series A Convertible Preferred Stock, par value $1.00 per share (the "Series A Preferred Stock") on the date of conversion plus cash in lieu of fractional shares. F2 · kind: (Continued from Footnote 1) As a result of the shareholder approval, the 35,086 shares of Series B Preferred Stock beneficially owned by the Reporting Persons converted into 35,292 shares of Series A Preferred Stock. F1 · price: Following Issuer's receipt of shareholder approval on June 5, 2019, on June 6, 2019 each share of Series B Convertible Preferred Stock, par value $1.00 per share (the "Series B Preferred Stock") automatically converted into the number of shares of Series A Preferred Stock (defined below) equal to the liquidation preference (equal to the stated value (initially $1,000 per share, subject to increase in the event cash dividends due on such Series B Preferred Stock were not paid in respect of any dividend payment period) plus accrued but unpaid dividends) of such share of Series B Preferred Stock divided by the Accreted Value (defined below) of a share of Series A Convertible Preferred Stock, par value $1.00 per share (the "Series A Preferred Stock") on the date of conversion plus cash in lieu of fractional shares. F2 · price: (Continued from Footnote 1) As a result of the shareholder approval, the 35,086 shares of Series B Preferred Stock beneficially owned by the Reporting Persons converted into 35,292 shares of Series A Preferred Stock. F3 · ownership.direct: Represents securities held by Zephyr Holdco, LLC. True Wind Capital, L.P. is the managing member of Zephyr Holdco, LLC and has voting and investment discretion with respect to the securities held of record by Zephyr Holdco, LLC. Adam Clammer and James H. Greene, Jr. are the managing members of True Wind Capital GP, LLC, the general partner of True Wind Capital, L.P. Mr. Greene, along with Mr. Brandon Van Buren, a principal at True Wind Capital, serve as members of the board of directors of the Issuer, and as a result, each of the Reporting Persons may be deemed a director by deputization of the Issuer. Each such entity or person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. Read SEC document |
| January 12, 2018 Filed Jan 16, 2018 21:00 UTC | Nebula Acquisition Corp NEBU · Entity 148493 | OtherClass B Common Stock · Derivative | 312,500 | $0.00 | $0.00 |
DisclosureSEC source: 0001213900-18-000543 · f4011218nebulahold_nebulaacq.xml · derivative · entry 1 Nebula Holdings LLC · CIK 0001720351 · 10% owner CLAMMER ADAM · CIK 0001192808 · 10% owner GREENE JAMES H JR · CIK 0001205970 · 10% owner True Wind Capital GP, LLC · CIK 0001727753 · 10% owner True Wind Capital, L.P. · CIK 0001645139 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 6,875,000 Underlying: Class A Common Stock · 312,500 shares Expires not disclosed F1 · derivative.exercise_price: As described in the issuer's registration statement on Form S-1 (File No. 333-222137) under the heading "Description of Securities--Founder Shares", the shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and has no expiration date. F2 · kind: As contemplated in connection with the initial public offering of the issuer, 312,500 shares of Class B common stock of the issuer were returned by Nebula Holdings, LLC to the issuer for no consideration and cancelled because the underwriters' over-allotment option was not exercised in full. F1 · derivative.exercise_date: As described in the issuer's registration statement on Form S-1 (File No. 333-222137) under the heading "Description of Securities--Founder Shares", the shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and has no expiration date. F1 · derivative.expiration_date: As described in the issuer's registration statement on Form S-1 (File No. 333-222137) under the heading "Description of Securities--Founder Shares", the shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and has no expiration date. Read SEC document |
| January 12, 2018 Filed Sep 13, 2018 10:03 UTC Amendment | Nebula Acquisition Corp NEBU · Entity 148493 | OtherClass B Common Stock · Derivative | 312,500 | $0.00 | $0.00 |
DisclosureSEC source: 0001213900-18-012453 · ownership.xml · derivative · entry 1 Nebula Holdings LLC · CIK 0001720351 · 10% owner CLAMMER ADAM · CIK 0001192808 · 10% owner GREENE JAMES H JR · CIK 0001205970 · 10% owner True Wind Capital GP, LLC · CIK 0001727753 · 10% owner True Wind Capital, L.P. · CIK 0001645139 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 6,775,000 Underlying: Class A Common Stock · 312,500 shares Expires not disclosed F1 · derivative.exercise_price: As described in the issuer's registration statement on Form S-1 (File No. 333-222137) under the heading "Description of Securities--Founder Shares", the shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and has no expiration date. F2 · kind: As contemplated in connection with the initial public offering of the issuer, 312,500 shares of Class B common stock of the issuer were returned by Nebula Holdings, LLC to the issuer for no consideration and cancelled because the underwriters' over-allotment option was not exercised in full. F1 · derivative.exercise_date: As described in the issuer's registration statement on Form S-1 (File No. 333-222137) under the heading "Description of Securities--Founder Shares", the shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and has no expiration date. F1 · derivative.expiration_date: As described in the issuer's registration statement on Form S-1 (File No. 333-222137) under the heading "Description of Securities--Founder Shares", the shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and has no expiration date. F3 · balance_after: On January 16, 2018, the reporting persons filed a Form 4, which mistakenly reported that they beneficially owned an aggregate of 6,875,000 shares of Class B common stock of the issuer subsequent to the transactions reported therein. The reporting persons owned an aggregate of 6,775,000 shares of Class B common stock of the issuer as of January 16, 2018 and such number remains unchanged as of the date hereof. Read SEC document |
Value uses the disclosed total when available, otherwise shares × reported transaction price. It is not an estimate of exercise cash cost or investment performance.