Sec Form 4 Filing - Petrus Trust Company, LTA @ Cricut, Inc. - 2022-02-16

Insider filing report for Changes in Beneficial Ownership
"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
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Petrus Trust Company, LTA
2. Issuer Name and Ticker or Trading Symbol
Cricut, Inc. [ CRCT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
3000 TURTLE CREEK BOULEVARD
3. Date of Earliest Transaction (MM/DD/YY)
02/16/2022
(Street)
DALLAS, TX75219
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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
Class A Common Stock 02/16/2022 C( 1 ) 1,145,895 A 1,145,895 I See footnotes( 2 )( 3 )( 4 )
Class A Common Stock 02/16/2022 J( 1 ) 1,145,895 D 0 I See footnotes( 2 )( 3 )( 4 )
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
Class B Common Stock ( 1 ) 02/16/2022 C( 1 ) 1,145,895 ( 5 ) ( 5 ) Class A Common Stock 1,145,895 ( 5 ) 6,458,578 I See footnotes( 2 )( 3 )( 4 )
Class B Common Stock ( 1 ) 02/16/2022 J( 1 ) 375,000 ( 5 ) ( 5 ) Class A Common Stock 375,000 ( 5 ) 6,083,578 I See footnotes( 2 )( 3 )( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Petrus Trust Company, LTA
3000 TURTLE CREEK BOULEVARD
DALLAS, TX75219
X
Petrus Employee Profit Share, L.P.
3000 TURTLE CREEK BOULEVARD
DALLAS, TX75219
X
PAM Partners GP, LLC
3000 TURTLE CREEK BOULEVARD
DALLAS, TX75219
X
Signatures
/s/ Jonathan Covin, General Counsel, Petrus Trust Company, LTA 02/18/2022
Signature of Reporting Person Date
/s/ Jonathan Covin, General Counsel, Petrus Trust Company, LTA, trustee of the sole member of PAM Partners GP, LLC, general partner of Petrus Employee Profit Share, L.P. 02/18/2022
Signature of Reporting Person Date
/s/ Jonathan Covin, General Counsel, Petrus Trust Company, LTA, trustee of the sole member of PAM Partners GP, LLC 02/18/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On February 16, 2021, Petrus Employee Profit Share, L.P. (PAM2) distributed, without consideration and in accordance with its partnership agreement, 1,520,895 shares of Class B Common Stock to its limited partners. The limited partners of PAM2 are employees of the Petrus Asset Management division of the Petrus Trust Company, LTA (PTC), and PAM2's shares are being distributed to the employee limited partners in five annual distributions starting in 2022. The distribution is exempt under Rule 16a-9(a) and Rule 16a-13 of the Securities Exchange Act of 1934, as amended (the Act). As a result of the distribution and pursuant to the Issuer's amended and restated certificate of incorporation, 1,145,895 shares of the Issuer's Class B Common Stock automatically converted into 1,145,895 shares of the Issuer's Class A Common Stock; the remaining 375,000 shares remained shares of the Issuer's Class B Common Stock pursuant to the Issuer's amended and restated certificate of incorporation.
( 2 )The shares are directly held by PAM2. PAM Partners GP, LLC (PAM Partners GP) serves as the general partner of, and may be deemed to beneficially own securities owned by, PAM2. PTC serves (a) as an investment advisor to, and may be deemed to beneficially own securities owned by, PAM2, and (b) as trustee of, and may be deemed to indirectly beneficially own securities beneficially owned by, the sole member of PAM Partners GP.
( 3 )Each reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities covered by this statement. Each reporting person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities.
( 4 )Each reporting person may be deemed to be a member of a group with respect to the issuer or securities of the issuer for purposes of Section 13(d) or 13(g) of the Act. Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, a member of a group with respect to the issuer or securities of the issuer.
( 5 )Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder and has no expiration 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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.