SEC Form 4 · accession 0001209191-18-026743
SOUNDTHINKING, INC. · SSTI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Gary M Lauder
Director · 10% Owner
GARY M LAUDER 2015 TRUST
10% Owner
Lauder Partners LLC
10% Owner
Period of report
Apr 25, 2018
Accepted (ET)
Apr 27, 2018 · 8:00 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001351636
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Apr 25, 2018 | X | 162,158 | $5.8667 | A | 1,282,393 | I | By Trust |
| Common StockF2 | Apr 25, 2018 | X | 106,136 | $0.17 | A | 1,179,725 | I | By Limited Liability Company |
| Common StockF3 | holding | — | — | — | 91,000 | I | By Trust | |
| Common StockF4 | holding | — | — | — | 8,152 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrant (Right to Buy)F1,F5 | $5.8667 | Apr 25, 2018 | X | 162,158 | D | — | Jul 12, 2019 | Common Stock | 162,158 | 0 | I |
| Warrant (Right to Buy)F2,F5 | $0.17 | Apr 25, 2018 | X | 106,136 | D | — | Feb 13, 2021 | Common Stock | 106,136 | 0 | I |
Explanation of responses
- F1Shares held directly by The Gary M. Lauder Revocable Trust, of which Gary M. Lauder is a Trustee.
- F2Shares held directly by Lauder Partners LLC, of which Gary M. Lauder is the Managing Member.
- F3Shares held directly by the Gary M. Lauder 2015 Trust (formerly named "1992 GRAT Remainder Trust FBO Gary Lauder"), of which Gary M. Lauder is a Trustee.
- F4Represents Restricted Stock Units ("RSUs"). All of the RSUs subject to this Award will vest upon the earlier of June 6, 2018 and the Company's next annual meeting of stockholders. In addition, all such RSUs will vest upon a Change in Control (as defined in the Plan) or immediately prior to the effectiveness of the Participant's resignation or removal (and contingent upon the effectiveness of a Change in Control) in the event that the Participant is required to resign his position as a member of the Board of Directors as a condition of the Change in Control or is removed from his position as a member of the Board of Directors in connection with the Change in Control. Notwithstanding the foregoing, vesting shall terminate upon the Participant's termination of Continuous Service.
- F5Immediate.