Sec Form 4 Filing - LAZAR JACK R @ Casper Sleep Inc. - 2022-01-25

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
LAZAR JACK R
2. Issuer Name and Ticker or Trading Symbol
Casper Sleep Inc. [ CSPR]
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 CASPER SLEEP INC., 3 WTC 175 GREENWICH ST. FL. 40
3. Date of Earliest Transaction (MM/DD/YY)
01/25/2022
(Street)
NEW YORK, NY10007
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
Common Stock 01/25/2022 D 50,060 D $ 6.9( 1 )( 2 ) 0 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
Stock Option $ 15.9 01/25/2022 D 1,517 ( 3 ) 04/11/2029 Common Stock 1,517 $ 0( 4 ) 0 D
Stock Option $ 15.33 01/25/2022 D 2,260 ( 3 ) 06/25/2028 Common Stock 2,260 $ 0( 4 ) 0 D
Stock Option $ 15.9 01/25/2022 D 3,222 ( 3 ) 03/11/2029 Common Stock 3,222 $ 0( 4 ) 0 D
Stock Option $ 15.9 01/25/2022 D 60,000 ( 5 ) 04/11/2029 Common Stock 60,000 $ 0( 4 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
LAZAR JACK R
C/O CASPER SLEEP INC.
3 WTC 175 GREENWICH ST. FL. 40
NEW YORK, NY10007
X
Signatures
/s/ Michael Monahan, Attorney-in-Fact for Jack Lazar 01/26/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reflects disposition in connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of November 14, 2021 (the "Merger Agreement"), by and among Casper Sleep Inc. (the "Issuer"), Marlin Parent, Inc. and Marlin Merger Sub, Inc. ("Merger Sub"). On January 25, 2022, upon the closing of the merger of Merger Sub with and into the Issuer (the "Merger") contemplated by the Merger Agreement, each share of common stock of the Issuer, par value $0.000001 per share, was cancelled and automatically converted into the right to receive an amount in cash equal to $6.90 (the "Merger Consideration"), without interest, subject to applicable withholding taxes.
( 2 )In accordance with the Merger Agreement, each restricted stock unit award ("RSU Award") of the Issuer outstanding immediately prior to the effective time of the Merger (whether vested or unvested) was cancelled and converted into the right to receive an amount in cash, subject to applicable withholding taxes, equal to the Merger Consideration multiplied by the number of shares of Issuer common stock subject to such RSU Award.
( 3 )The options were fully vested and exercisable.
( 4 )In accordance with the Merger Agreement, each option to acquire common stock of the Issuer that was unvested or had a per share exercise price equal to or greater than the Merger Consideration was cancelled for no consideration as of the effective time of the Merger.
( 5 )The options provided for vesting in equal monthly installments over a four year period commencing on May 12, 2019, and would have been fully vested and exercisable on April 12, 2023.

Remarks:
Exhibit 24 - Power of Attorney.

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