Sec Form 4 Filing - HUBERMAN JONATHAN @ CuriosityStream Inc. - 2020-10-14

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
HUBERMAN JONATHAN
2. Issuer Name and Ticker or Trading Symbol
CuriosityStream Inc. [ CURI]
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 CURIOSITYSTREAM INC., 8484 GEORGIA AVE., STE. 700
3. Date of Earliest Transaction (MM/DD/YY)
10/14/2020
(Street)
SILVER SPRING, MD20910
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 10/14/2020 C 3,737,500 A 3,737,500 I See Footnote ( 3 )
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
Class B Common Stock ( 1 ) 10/14/2020 C 3,737,500 ( 1 ) ( 1 ) Common Stock 3,737,500 ( 2 ) ( 3 ) ( 1 ) 0 I See Footnote ( 3 )
Warrants $ 11.5 10/14/2020 J( 4 ) 3,676,000 ( 5 ) ( 6 ) Common Stock 3,676,000 $ 1 3,676,000 I See Footnote ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
HUBERMAN JONATHAN
C/O CURIOSITYSTREAM INC.
8484 GEORGIA AVE., STE. 700
SILVER SPRING, MD20910
X
Signatures
/s/ Jonathan S. Huberman 10/16/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )As described in Issuer's Form 8-K (File No. 001-39139) under Item 2.01 Completion of Acquisition or Disposition of Assets, the Class B common stock, par value $0.0001 per share, were convertible on a one-for-one basis into common equity of the surviving entity upon the consummation of Issuer's initial business combination and had no expiration date. In connection with Issuer's business combination, such Class B common stock held by Software Acquisition Holdings LLC automatically converted into shares of common stock, par value $0.0001 per share, of CuriosityStream Inc.
( 2 )These shares represent Class B common stock held by Software Acquisition Holdings LLC (the "Sponsor") acquired pursuant to a subscription agreement by and between the Sponsor and Issuer, and reflect a 1.04-to-one stock split of the Class B common stock, approved by the issuer's board of directors on November 19, 2019.
( 3 )As a managing member of the Sponsor the reporting person may be deemed to share beneficial ownership of the securities held directly by the Sponsor, and disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
( 4 )The reporting person purchased 4,740,000 warrants in a private placement on November 22, 2019 in connection with the Issuer's initial public offering at a price of $1.00 per warrant. The warrants were not exercisable until 30 days following the the closing of the initial business combination of the Issuer, a material outside condition. Immediately prior to Software Acquisition Group Inc.'s business combination with CuriosityStream Inc., the reporting person forfeited 1,064,000 warrants to the Issuer for no additional consideration.
( 5 )The warrants will become exercisable, if at all, at the later of (i) 30 days after the completion of Issuer's initial business combination and (ii) 12 months from the effective date of the registration statement relating to an initial public offering.
( 6 )The warrants will expire on the fifth anniversary of the completion of Issuer's initial business combination or earlier upon redemption or liquidation, as described under the heading "Description of Securities - Redeemable Warrants" in the Issuer's registration statement on Form S-1 (File No. 333-234327).

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.