Sec Form 4 Filing - Siminoff James W @ Latch, Inc. - 2023-07-03

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
Siminoff James W
2. Issuer Name and Ticker or Trading Symbol
Latch, Inc. [ LTCH]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Strategy Officer
(Last) (First) (Middle)
C/O LATCH, INC., 508 WEST 26TH STREET, SUITE 6G
3. Date of Earliest Transaction (MM/DD/YY)
07/03/2023
(Street)
NEW YORK, NY10001
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 07/03/2023 A 19,075,675 ( 1 ) ( 2 ) ( 3 ) A 19,087,175 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
Siminoff James W
C/O LATCH, INC.
508 WEST 26TH STREET, SUITE 6G
NEW YORK, NY10001
X Chief Strategy Officer
Signatures
/s/ Priyen Patel, Attorney-in-fact 07/03/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents shares of the Issuer's common stock issued to the reporting person as partial consideration for the merger among the Issuer, LS Key Merger Sub 1, Inc., a wholly owned subsidiary of the Issuer ("Merger Sub I"), LS Key Merger Sub 2, LLC, a wholly owned subsidiary of the Issuer ("Merger Sub II"), and Honest Day's Work, Inc. ("HDW"), pursuant to which (i) Merger Sub I merged with and into HDW, with HDW continuing as the surviving corporation (the "First Merger"), and subsequently, (ii) HDW merged with and into Merger Sub II, with Merger Sub II continuing as the surviving entity and a wholly owned subsidiary of the Company (together with the First Merger, the "Mergers"). The Mergers closed on July 3, 2023 (the "Closing Date").
( 2 )The shares shall be non-transferable until July 3, 2028, subject to certain accelerated releases, including related to the trading price of the Issuer's common stock.
( 3 )In connection with the Mergers, the Issuer and the reporting person entered into a stock restriction agreement, pursuant to which, in the event the reporting person ceases to be an employee of the Company prior to July 3, 2028, the Company shall have the right to repurchase all of the reporting person's shares that have not already been released from transfer restriction, subject to certain exceptions.
( 4 )Received in exchange for shares of HDW capital stock in connection with the Mergers. On the Closing Date, the closing price of the Issuer's common stock was $1.40 per share.

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