Sec Form 4 Filing - BASS CARL @ dMY Technology Group, Inc. IV - 2021-12-07

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
BASS CARL
2. Issuer Name and Ticker or Trading Symbol
dMY Technology Group, Inc. IV [ PL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O PLANET LABS PBC, 645 HARRISON STREET, FLOOR 4
3. Date of Earliest Transaction (MM/DD/YY)
12/07/2021
(Street)
SAN FRANCISCO, CA94107
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 12/07/2021 A 191,479( 2 ) A 191,479( 3 ) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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
Earnout - Class A Shares ( 4 ) 12/07/2021 A 79,656 ( 4 ) ( 4 ) Class A Common Stock 79,656 ( 1 ) 79,656 D
Stock Option (Right to Buy) $ 3.92 12/07/2021 A 153,183 ( 6 ) 06/29/2031 Class A Common Stock 153,183 ( 5 ) 153,183 D
Stock Option (Right to Buy) $ 2.33 12/07/2021 A 376,748 ( 7 ) 05/04/2031 Class A Common Stock 376,748 ( 5 ) 376,748 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BASS CARL
C/O PLANET LABS PBC
645 HARRISON STREET, FLOOR 4
SAN FRANCISCO, CA94107
X
Signatures
/s/ Andrew Kirkpatrick, as Attorney-in-fact for Carl Bass 12/09/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to the business combination (the "Business Combination") of dMY Technology Group, Inc. IV and Planet Labs, Inc. ("Former Planet"), each share of Former Planet capital stock (other than Class B common stock of Former Planet) was converted into the right to receive approximately 1.53184 shares (the "Exchange Ratio") of the issuer's Class A common stock, par value $0.0001 per share ("Class A Common Stock") at the closing of the business combination.
( 2 )Includes 191,479 restricted stock units ("RSUs"), each of which represent a contingent right to receive one share of issuer's Class A Common Stock. The RSUs will vest in equal quarterly installments beginning September 15, 2021. The RSUs have no expiration date.
( 3 )Includes 191,479 RSUs.
( 4 )Includes 79,656 earnout shares that will vest in four substantially equal installments if the closing price of the issuer's Class A Common Stock equals or exceeds $15.00, $17.00, $19.00 and $21.00, over any 20 trading days within any 30 day trading period prior to December 7, 2026 or if the issuer consummates a change of control transaction prior to December 7, 2026 that entitles its stockholders to receive a per share consideration of at least $15.00, $17.00, $19.00 and $21.00. Issuable only if the holder continues to provide services to the issuer or its subsidiaries through the date on which the earnout shares are issued.
( 5 )At the closing of the Business Combination, each outstanding option to purchase Former Planet capital stock was converted into a right to receive a number of options to purchase Class A Common Stock based on the Exchange Ratio.
( 6 )The option vests and becomes exercisable with respect to 1/36th of the underlying Class A Common shares on November 7, 2020 and in equal monthly installments thereafter.
( 7 )The option is fully vested and exercisable.

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