Sec Form 4 Filing - Miyashita Yoko @ Leafly Holdings, Inc. /DE - 2024-01-30

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 Miyashita Yoko 2. Issuer Name and Ticker or Trading Symbol Leafly Holdings, Inc. /DE [ LFLY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO (Last) (First) (Middle) 113 CHERRY STREET, PMB 88154 3. Date of Earliest Transaction (MM/DD/YY) 01/30/2024 (Street) SEATTLE, WA981042205 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 01/30/2024 A 4,188 ( 1 ) A $ 0 38,439 D Common Stock 01/30/2024 F 1,242 ( 2 ) D $ 0 37,197 D Common Stock 01/30/2024 A 6,818 ( 3 ) A $ 0 44,015 D Common Stock 01/30/2024 F 2,022 ( 4 ) D $ 0 41,993 ( 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 Miyashita Yoko 113 CHERRY STREET PMB 88154 SEATTLE, WA981042205 X CEO Signatures /s/Yoko Miyashita 02/01/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents a multi-year performance-stock unit ("PSU") award granted to the reporting person in 2022 (the "2022 PSUs") under the Issuer's 2021 Equity Incentive Plan ("Plan"). The 2022 PSUs are split into three tranches of 4,188 PSUs each ("Tranche I", "Tranche II", or "Tranche III"), with the number of PSUs eligible to vest conditioned on the achievement of certain performance targets established by the Compensation Committee (the "Committee") of the Issuer's Board of Directors for specified annual performance periods. The number of PSUs eligible to vest in Tranche II for the calendar year "2023 Performance Period" was conditioned on the Issuer's achievement of certain Committee-approved cash balance targets as of December 31, 2023 (the "Tranche II Goals"). On January 30, 2024, the Committee certified the Issuer's maximum achievement of the Tranche II Goals, resulting in the vesting of 100% of the 2022 PSUs applicable to Tranche II, as reported. ( 2 )Represents shares withheld by the Issuer to satisfy withholding taxes due in connection with the vesting of the 2022 PSUs applicable to Tranche II as described in Note 1, at a net settlement price equal to the closing stock price on January 30, 2024. ( 3 )Represents a PSU award granted to the reporting person in 2023 under the 2021 Plan (the "2023 PSUs"). The number of 2023 PSUs that are eligible to vest for the 2023 Performance Period was conditioned on the Issuer's achievement of certain Committee-approved cash balance targets as of December 31, 2023 (the "2023 PSU Goals"). On January 30, 2024, the Committee certified the Company's maximum achievement of the 2023 PSU Goals, resulting in the vesting of 100% of the 2023 PSUs, as reported. ( 4 )Represents shares withheld by the Issuer to satisfy withholding taxes due in connection with the vesting of the 2023 PSUs as described in Note 3, at a net settlement price equal to the closing stock price on January 30, 2024. ( 5 )Represents 20,505 shares of common stock and 21,488 unvested restricted stock units.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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