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"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
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| FORM 4 |
| 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
| ( 1 )As previously disclosed on the Reporting Person's Form 4 filed with the U.S. Securities and Exchange Commission (the "SEC") on March 31, 2021, these shares were acquired on March 29, 2021, when the Reporting Person, exercised 3,337,500 warrants (the "Private Placement Warrants"), on a cashless basis pursuant to the Warrant Agreement, dated as of February 20, 2020, by and between the Issuer and Continental Stock Transfer & Trust Company, with each Private Placement Warrant exercisable for one share of Class A common stock per Private Placement Warrant at a price of $11.50 per share.|
( 2 )The Class A common stock was sold by RHY 2021 Irrevocable Trust (the "Trust") in open market transactions on the transaction date, with a volume weighted average price of $12.5002. The range of the sale price on the transaction date was $12.3472 to $12.72 per share. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price.
( 3 )These shares are held directly by the Trust of which the Reporting Person is the Investment Advisor. The Reporting Person may be deemed to have beneficial ownership of the shares held directly by the Trust. The Reporting Person disclaims beneficial ownership of such shares, and this Form 4 shall not be deemed an admission that the Reporting Person is the beneficial owner of the shares for purposes of Section 16 or for any other purpose.
( 4 )The Class A common stock was sold by the Trust in open market transactions on the transaction date, with a weighted average price of $12.0367. The range of the sale price on the transaction date was $12.00 to $12.40 per share. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price.
|* 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).|