Statement of Changes in Beneficial Ownership (4)
15 Setembro 2021 - 7:26PM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Kowalczyk Christine A. |
2. Issuer Name and Ticker or Trading Symbol
Support.com, Inc.
[
SPRT
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Operating Officer |
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(Last)
(First)
(Middle)
C/O SUPPORT.COM, INC. 777 S. FIGUEROA ST, SUITE 4600, DPT # 2009 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
9/14/2021 |
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(Street)
LOS ANGELES, CA 90017
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 9/14/2021 | | D(1)(2) | | 18750 | D | (1)(2) | 0 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code
(Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) | 8. Price of Derivative Security
(Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Stock Option (Right to Buy) (3) | $1.97 | 9/14/2021 | | D (1)(2) | | | 81250 | (4) | 9/11/2030 | Common Stock | 81250 | $0.00 | 0 | D | |
| Explanation of Responses: |
| (1) | Support.com, Inc., a Delaware corporation (the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement"), dated as of March 19, 2021, by and among the Company, Greenidge Generation Holdings Inc., a Delaware corporation ("Greenidge") and GGH Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Greenidge ("Merger Sub"). On September 14, 2021, Merger Sub merged with and into the Company, the separate corporate existence of Merger Sub ceased and the Company survived the merger as a direct wholly owned subsidiary of Greenidge. |
| (2) | (Continued form Footnote 1) Pursuant to the terms of the Merger Agreement, (i) each share of common stock, par value $0.0001 per share, of the Company (the "Common Stock") and each restricted stock unit of the Company that was outstanding as of the closing of the merger (the "Closing") was converted into the right to receive 0.115 shares of class A common stock, par value $0.0001 per share, of Greenidge (the "Greenidge Class A Common Stock") (the "Exchange Ratio") and (ii) each holder of an option to purchase Common Stock that was outstanding as of the Closing received an amount of shares of Greenidge Class A Common Stock equal to the Exchange Ratio, multiplied by the number of shares of Common Stock underlying such option, less a number of shares of Greenidge Class A Common Stock to be withheld in satisfaction of the aggregate exercise price of such option and, unless such holder has elected to satisfy such obligation with cash, such holder's tax withholding obligations. |
| (3) | The stock option was granted to the Reporting Person under the Company's Third Amended and Restated 2010 Equity and Performance Incentive Plan ("Option"). |
| (4) | 1/48th of the shares subject to the Option vested monthly over a four (4) year period, with 1/48th becoming vested and exercisable on each of the first 48 monthly anniversaries beginning on the date of grant of the Option. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Kowalczyk Christine A.
C/O SUPPORT.COM, INC. 777 S. FIGUEROA ST
SUITE 4600, DPT # 2009
LOS ANGELES, CA 90017 |
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| Chief Operating Officer |
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Signatures
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| /s/ Christine Kowalczyk | | 9/15/2021 |
| **Signature of Reporting Person | Date |
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