Sec Form 4 Filing - Beijing Teamsun Technology Co. Ltd. @ GRID DYNAMICS HOLDINGS, INC. - 2021-10-15

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
Beijing Teamsun Technology Co. Ltd.
2. Issuer Name and Ticker or Trading Symbol
GRID DYNAMICS HOLDINGS, INC. [ GDYN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
ROOM 501, 5/F, NO. 23 BUILDING, 10 E. BLOCK XIBEIWANG EAST RD.
3. Date of Earliest Transaction (MM/DD/YY)
10/15/2021
(Street)
HAIDIAN DISTRICT, BEIJING, F40000
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 10/15/2021 J( 1 )( 2 )( 3 ) 112,275 A $ 10.19 ( 1 ) ( 2 ) ( 3 ) 14,802,570 ( 4 ) ( 5 ) 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Beijing Teamsun Technology Co. Ltd.
ROOM 501, 5/F, NO. 23 BUILDING
10 E. BLOCK XIBEIWANG EAST RD.
HAIDIAN DISTRICT, BEIJING, F40000
X
Teamsun Technology (HK) Ltd
UNIT 907, 9TH FLOOR, TAI YAU BUILDING
181 JOHNSTON ROAD
WANCHAI, K300000
X
Automated Systems Holdings Ltd
15/F., TOPSAIL PLAZA
11 ON SUM STREET
SHATIN, K300000
X
GDB International Investment Ltd
15/F., TOPSAIL PLAZA
11 ON SUM STREET
SHATIN, K300000
X
GDD International Holding Co
15/F., TOPSAIL PLAZA
11 ON SUM STREET
SHATIN, K300000
X
Signatures
BEIJING TEAMSUN TECHNOLOGY CO., LTD., By: /s/ Wang Weihang, Director 10/19/2021
Signature of Reporting Person Date
TEAMSUN TECHNOLOGY (HK) LIMITED By: /s/ Wang Weihang, Director 10/19/2021
Signature of Reporting Person Date
AUTOMATED SYSTEMS HOLDINGS LIMITED By: /s/ Wang Yueou, Director 10/19/2021
Signature of Reporting Person Date
GDB INTERNATIONAL INVESTMENT LIMITED By: /s/ Wang Yueou, Director 10/19/2021
Signature of Reporting Person Date
GDD INTERNATIONAL HOLDING COMPANY By: Wang Yueou, Director 10/19/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On October 15, 2021, the Reporting Person received these shares of the Issuer's common stock pursuant to an "earn-out" provision in Section 2.19(e)(ii) of that certain Agreement and Plan of Merger (the "Merger Agreement") dated as of November 13, 2019 by and among the Issuer and the parties listed in the Merger Agreement.
( 2 )(continuation from footnote 1) The Merger Agreement provided that if, after preparing the "Closing Statement" required by the Merger Agreement, the "Post-Closing Adjustment" (which generally relates to cash accounts, working capital and indebtedness at the "Closing Date") was a positive number, the Issuer would be required to issue that number of new shares of common stock of the Issuer equal to the Post-Closing Adjustment divided by the "Parent Stock Signing Price" (i.e. $10.19), and to deposit such shares with the "Exchange Agent" for distribution to the "Shareholders" in accordance with their "Shareholder Pro Rata Shares" (as each such term is defined in the Merger Agreement), for no additional consideration.
( 3 )(continuation from footnote 2) The Reporting Person's right to receive such additional shares in a non-market manner for no additional consideration became fixed and irrevocable on March 5, 2020, the effective date of the merger. Accordingly, by law, the date of acquisition of such earn-out shares for purposes of Section 16(b) is March 5, 2020, the effective date of the merger.
( 4 )These securities are directly held by GDD International Holding Company ("GDD"), which is a wholly-owned subsidiary of GDB International Investment Limited, which is a wholly-owned subsidiary of Automated Systems Holdings Limited, which is a subsidiary controlled by Teamsun Technology (HK) Limited, which is a wholly-owned subsidiary of Beijing Teamsun Technology Co., Ltd. (collectively, the "Teamsun Entities").
( 5 )Each of the Teamsun Entities may be deemed to beneficially own the securities directly owned by GDD, although each of the Teamsun Entities (other than GDD) disclaims beneficial ownership of such securities, except to the extent of their respective pecuniary interest therein. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than GDD) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.

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