Sec Form 4 Filing - Mizicko Mark @ Torrid Holdings Inc. - 2023-03-27

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
Mizicko Mark
2. Issuer Name and Ticker or Trading Symbol
Torrid Holdings Inc. [ CURV]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Commercial Officer
(Last) (First) (Middle)
C/O TORRID HOLDINGS INC., 18501 EAST SAN JOSE AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
03/27/2023
(Street)
CITY OF INDUSTRY, CA91748
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 03/27/2023 A 166,667 ( 1 ) A $ 0 1,930,320 D
Common Stock 03/27/2023 A 166,667 ( 2 ) A $ 0 2,096,987 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
Option to purchase shares $ 3.23 03/27/2023 A 166,666 ( 3 ) 03/27/2033 Common Stock 166,666 $ 0 166,666 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Mizicko Mark
C/O TORRID HOLDINGS INC.
18501 EAST SAN JOSE AVENUE
CITY OF INDUSTRY, CA91748
Chief Commercial Officer
Signatures
/s/ Bridgett Zeterberg, as Attorney-in-Fact for Mark Mizicko 04/11/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents performance stock units ("PSUs") granted on March 27, 2023 (the "Grant Date") which are subject to both service and performance vesting conditions. In this regard, the PSUs will service vest one-third on each of the first, second and third anniversary of the Grant Date, based on the reporting person's continued service through the applicable service vesting date and will performance vest in full or in part upon achievement of specified VWAP targets for any 30 consecutive trading days during the period beginning on the Grant Date and ending on the third anniversary of the Grant Date. Upon satisfaction of such service and performance vesting conditions, the PSUs will settle one-for-one in shares of Common Stock.
( 2 )Represents restricted stock units, which will vest annually in substantially equal 25% installments on March 27, 2024, March 27, 2025, March 27, 2026 and March 27, 2027, respectively, subject to the reporting person's continued employment through the applicable vesting date.
( 3 )Represents options to purchase shares that will start vesting on March 27, 2024 and become exercisable in substantially equal 25% installments on March 27, 2024, March 27, 2025, March 27, 2026 and March 27, 2027, respectively, subject to the reporting person's continued employment through the applicable vesting date.

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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