Sec Form 4 Filing - Johnston Kevin @ AgileThought, Inc. - 2022-05-09

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
Johnston Kevin
2. Issuer Name and Ticker or Trading Symbol
AgileThought, Inc. [ AGIL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Global Chief Operating Officer
(Last) (First) (Middle)
C/O AGILETHOUGHT, INC., 222 W. LAS COLINAS BLVD., SUITE 1650E
3. Date of Earliest Transaction (MM/DD/YY)
05/09/2022
(Street)
IRVING, TX75039
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
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
Restricted Stock Units ( 1 ) 05/09/2022 A 150,000 ( 1 ) ( 3 ) Class A Common Stock 150,000 $ 0 350,000 D
Restricted Stock Units ( 2 ) 05/09/2022 A 150,000 ( 2 ) ( 4 ) Class A Common Stock 150,000 $ 0 350,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Johnston Kevin
C/O AGILETHOUGHT, INC.
222 W. LAS COLINAS BLVD., SUITE 1650E
IRVING, TX75039
Global Chief Operating Officer
Signatures
/s/ Diana Abril, Attorney-in-Fact 05/11/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each restricted stock unit ("RSU") represents a contingent right to receive one share of AgileThought, Inc. Class A Common Stock. One-eighth of the RSUs vest on June 1, 2022, one-eighth of the RSUs vest on December 1, 2022, one-fourth of the RSUs vest on June 1, 2023, one-fourth of the RSUs vest on June 1, 2024 and one-fourth of the RSUs vest on June 1, 2025.
( 2 )Twenty percent vest upon AgileThought, Inc.'s Class A Common Stock achieving a market price of $8 per share, thirty percent vest upon achieving a market price of $10 per share, and fifty percent vest upon achieving a market price of $12 per share. An additional twenty-five percent vest upon achieving a market price of $15 per share and an additional twenty-five percent vest upon achieving a market price of $20 per share. The applicable stock price level will be considered achieved only when the average dollar volume-weighted average price of a share of Class A Common Stock equals or exceeds the applicable threshold during a sixty-day trading day period commencing on or following the date of grant of the RSUs.
( 3 )Vesting of the RSUs is subject to continued employment.
( 4 )The performance period for the RSUs expires on December 31, 2027. Vesting of the RSUs is subject to continued employment.

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).

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