SEC Form 4 · accession 0001654954-18-011782
RideNow Group, Inc. · RDNW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Joseph E Reece
Director
Period of report
Oct 8, 2018
Accepted (ET)
Oct 31, 2018 · 4:09 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001596961
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class B Common StockF1 | Oct 30, 2018 | A | 10,000 | $8.10 | A | 10,000 | D | |
| Class B Common StockF2 | Oct 30, 2018 | P | 20,000 | $5.497 | A | 30,000 | 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 UnitsF3,F4 | — | Oct 8, 2018 | A | 15,115 | A | — | — | Class B Common Stock | 15,115 | 15,115 | D |
Explanation of responses
- F1These purchases were made by the Reporting Person in a private (PIPE) transaction with the Issuer, which transaction was approved by the Issuer's board of directors in accordance with Rule 16b-3(d)(1).
- F2Represents the weighted average purchase price of the shares purchased ranging from a low of $5.23 to a high of $5.45 per share. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.
- F3Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of RMBL Class B Common Stock.
- F4The RSUs vest (1) 20% on the last day of the thirteenth month following the grant date, (2) 2.5% monthly on the last day of each month beginning on the last day of the fourteenth month following the grant date through the last of the twenty-fifth month following the grant date and (3) 4.17% monthly on the last day of each month beginning on the last day of the twenty-sixth month following the grant date through the last day of the thirty-seventh month following the grant date. The shares underlying the vested RSUs will be delivered to the Reporting Person on an annual basis during the thirteenth months following the grant date.