Statement of Changes in Beneficial Ownership (4)
15 Setembro 2021 - 7:27PM
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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OMB APPROVAL
OMB Number:
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
*
Rosenzweig Lance |
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)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President and CEO |
(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 |
(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 | 5/14/2021 | | P(1) | | 10000 | A | $1.649 | 113157 | D | |
Common Stock | 9/1/2021 | | P(2) | | 9727 | A | $2.185 | 122884 | D | |
Common Stock | 9/14/2021 | | D(3)(4) | | 122884 (5) | D | (3)(4) | 0 | D | |
Common Stock | 9/14/2021 | | D(3)(4) | | 100000 | D | (3)(4) | 0 | I | By the Lance Evan Rosenzweig Living Trust dated January 9, 2017 |
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 |
Non-Qualified Stock Option (6) | $1.61 | 9/14/2021 | | D (3)(4) | | | 600000 | (7) | 8/10/2030 | Common Stock | 600000 | $0.00 | 0 | D | |
Non-Qualified Stock Option (8) | $1.61 | 9/14/2021 | | D (3)(4) | | | 322223 | (9) | 8/10/2030 | Common Stock | 322223 | $0.00 | 0 | D | |
Explanation of Responses: |
(1) | The Reporting Person is reporting the acquisition of 10,000 shares of common stock, par value $0.0001 per share, of Support.com, Inc., a Delaware corporation (the "Company") (the "Common Stock") pursuant to the Company's Amended and Restated 2011 Employee Stock Purchase Plan, on May 14, 2021. |
(2) | The Reporting Person is reporting the acquisition of 9,727 shares of Common Stock pursuant to the Company's Amended and Restated 2011 Employee Stock Purchase Plan, on September 1, 2021. |
(3) | 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. |
(4) | (Continued from Footnote 3) Pursuant to the terms of the Merger Agreement, (i) each share of 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. |
(5) | Represents 97,504 shares of Common Stock and 25,380 restricted stock units held by the Reporting Person. |
(6) | The non-qualified stock option was granted to the Reporting Person under the Company's Third Amended and Restated 2010 Equity and Performance Incentive Plan ("2010 Option"). |
(7) | The vesting of the shares subject to the 2010 Option are subject to a performance vesting requirement and a service vesting requirement, both of which must be satisfied during the term of the 2010 Option. Each share subject to the 2010 Option becomes vested on the later of the satisfaction of the performance vesting requirement and completion of the service vesting requirement. |
(8) | The non-qualified stock option was granted to the Reporting Person under the Company's 2014 Inducement Award Plan ("2014 Option"). |
(9) | Subject to Reporting Person's continued employment with the Company, 1/36th of the shares subject to the 2014 Option vest each month beginning on August 10, 2020 ("Start Date"), with full vesting on the three (3) year anniversary of the Start Date. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Rosenzweig Lance C/O SUPPORT.COM, INC. 777 S. FIGUEROA ST SUITE 4600, DPT # 2009 LOS ANGELES, CA 90017 | X |
| President and CEO |
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Signatures
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/s/ Lance Rosenzweig | | 9/15/2021 |
**Signature of Reporting Person | Date |
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