Statement of Changes in Beneficial Ownership (4)
15 Março 2023 - 5:54PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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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
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Krishnaswamy Suresh |
2. Issuer Name and Ticker or Trading Symbol
Leafly Holdings, Inc. /DE
[
LFLY
]
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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 Financial Officer |
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(Last)
(First)
(Middle)
113 CHERRY STREET, PMB 88154 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/13/2023 |
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(Street)
SEATTLE, WA 98104-2205
(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 | 3/13/2023 | | A | | 29200 (1) | A | $0.00 | 216941 | D | |
| Common Stock | 3/13/2023 | | A | | 16455 (2) | A | $0.00 | 233396 (3) | 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 |
| Explanation of Responses: |
| (1) | Represents restricted stock units ("RSUs") granted pursuant to Issuer's 2021 Equity Incentive Plan ("2021 Plan"), which vest as follows: 25% on March 15, 2023, 25% on April 7, 2023, 25% May 5, 2023, and 25% June 7, 2023. |
| (2) | In 2022, the reporting person was granted a multi-year performance-based award under the 2021 Plan (the "2022 PSUs"), split into three tranches of 32,909 RSUs each ("Tranche I", "Tranche II", or "Tranche III"), with the number of shares eligible to vest in each tranche conditioned on achievement of specified top line revenue and adjusted EBITDA targets, with each goal weighted 50% and achievement determined independently of the other. On March 13, 2023, the Compensation Committee of the Issuer confirmed the level of achievement of the performance criteria for Tranche I, resulting in the vesting of 50% of the 2022 PSUs applicable to Tranche 1, as reported. |
| (3) | Represents 68,937 shares of common stock and 164,459 unvested restricted stock units. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Krishnaswamy Suresh
113 CHERRY STREET
PMB 88154
SEATTLE, WA 98104-2205 |
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| Chief Financial Officer |
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Signatures
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| /s/ Yoko Miyashita, as Attorney-in-Fact | | 3/15/2023 |
| **Signature of Reporting Person | Date |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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