SEC Form 4 · accession 0001409970-26-000180
Happen, Inc. · HAPN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jordan Cheng
Officer — General Counsel & Secretary
Period of report
Aug 25, 2026
Accepted (ET)
Aug 27, 2026 · 6:05 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001409970
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Aug 25, 2026 | M | 5,728 | $0.00 | A | 108,302 | D | |
| Common StockF1 | Aug 25, 2026 | M | 3,504 | $0.00 | A | 111,806 | D | |
| Common StockF1 | Aug 25, 2026 | M | 2,884 | $0.00 | A | 114,690 | D | |
| Common StockF2 | Aug 25, 2026 | F | 5,477 | $18.25 | D | 109,213 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock Unit (RSU)F1,F3,F4 | $0.00 | Aug 25, 2026 | M | 5,728 | D | — | — | Common Stock | 5,728 | 11,456 | D |
| Restricted Stock Unit (RSU)F1,F5,F4 | $0.00 | Aug 25, 2026 | M | 3,504 | D | — | — | Common Stock | 3,504 | 21,025 | D |
| Restricted Stock Unit (RSU)F1,F6,F4 | $0.00 | Aug 25, 2026 | M | 2,884 | D | — | — | Common Stock | 2,884 | 28,838 | D |
Explanation of responses
- F1Each restricted stock unit ("RSU") represents the contingent right to receive, upon vesting of the RSU, one share of the Issuer's common stock.
- F2Does not represent a sale of shares. Represents the number of shares withheld by the Issuer to cover tax withholding obligations in connection with the vesting of RSUs.
- F3The RSUs vested as to 8.33% of the total shares on May 25, 2024, with an additional 8.33% of the total shares vesting quarterly thereafter, subject to continued service through each vesting date.
- F4Not applicable.
- F5The RSUs vested as to 8.33% of the total shares on May 25, 2025, with an additional 8.33% of the total shares vesting quarterly thereafter, subject to continued service through each vesting date.
- F6The RSUs vested as to 8.33% of the total shares on May 25, 2026, with an additional 8.33% of the total shares vesting quarterly thereafter, subject to continued service through each vesting date.