SEC Form 4 · accession 0001409970-26-000182
Happen, Inc. · HAPN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Andrew LaBenne
Officer — Chief Financial Officer
Period of report
Aug 25, 2026
Accepted (ET)
Aug 27, 2026 · 6:07 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 | 12,274 | $0.00 | A | 233,300 | D | |
| Common StockF1 | Aug 25, 2026 | M | 7,509 | $0.00 | A | 240,809 | D | |
| Common StockF1 | Aug 25, 2026 | M | 6,179 | $0.00 | A | 246,988 | D | |
| Common StockF2 | Aug 25, 2026 | F | 13,371 | $18.25 | D | 233,617 | D | |
| Common StockF3 | holding | — | — | — | 12,000 | I | UTMAs for Children |
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,F4,F5 | $0.00 | Aug 25, 2026 | M | 12,274 | D | — | — | Common Stock | 12,274 | 24,549 | D |
| Restricted Stock Unit (RSU)F1,F6,F5 | $0.00 | Aug 25, 2026 | M | 7,509 | D | — | — | Common Stock | 7,509 | 45,052 | D |
| Restricted Stock Unit (RSU)F1,F7,F5 | $0.00 | Aug 25, 2026 | M | 6,179 | D | — | — | Common Stock | 6,179 | 61,795 | 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.
- F3Aggregates 6,000 shares of Issuer's common stock held in each of two UTMA accounts for children of the Reporting Person.
- F4The 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.
- F5Not applicable.
- F6The 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.
- F7The 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.