Sec Form 4 Filing - HUBERMAN JONATHAN @ CuriosityStream Inc. - 2020-11-18

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)
11/18/2020
(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 11/18/2020 J( 1 ) 3,737,500 ( 1 ) D 0 ( 1 ) I By the Sponsor ( 3 )
Common Stock 11/18/2020 J( 1 ) 1,554,437 ( 1 ) ( 2 ) A 1,554,437 ( 1 ) ( 2 ) I By 211 LV LLC ( 4 )
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
Warrants $ 11.5 11/18/2020 J( 5 ) 3,676,000 ( 5 ) ( 6 ) ( 7 ) Common Stock 3,676,000 ( 5 ) $ 1 ( 5 ) 0 ( 5 ) I By the Sponsor ( 5 )
Warrants $ 11.5 11/18/2020 J( 5 ) 1,010,900 ( 5 ) ( 6 ) ( 7 ) Common Stock 1,010,900 ( 5 ) $ 1 ( 5 ) 1,010,900 ( 5 ) I By 211 LV LLC ( 4 )
Warrants $ 11.5 11/18/2020 J( 5 ) 1,102,800 ( 5 ) ( 6 ) ( 7 ) Common Stock 1,102,800 ( 5 ) $ 1 ( 5 ) 1,102,800 ( 5 ) I By Ooyala Global Inc. ( 4 )
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 11/20/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pro rata distribution of shares of common stock, par value $0.0001 per share ("Common Stock"), of CuriosityStream Inc. (the "Company") from Software Acquisition Holdings, LLC (the "Sponsor") to certain of its members. The shares of Common Stock distributed are subject to certain restrictions on transfer.
( 2 )Includes unvested restricted shares totaling 953,062 which will vest upon achievement of certain stock price performance conditions.
( 3 )Pro rata distribution of Common Stock from the Sponsor, of which the reporting person is a managing member.
( 4 )The reporting person holds these securities indirectly as the reporting person is a managing member of 211 LV LLC and Ooyala Global Inc. and may be deemed to share beneficial ownership of the securities held directly by 211 LV LLC and Ooyala Global Inc., and disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
( 5 )Pro rata distribution of warrants from the Sponsor to certain of its members. Each whole warrant is exercisable to purchase one share of Common Stock, subject to adjustment pursuant to the terms of the warrants.
( 6 )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 effectivedate of the registration statement relating to an initial public offering.
( 7 )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.