Sec Form 4 Filing - Alderman Thomas W. @ InterPrivate II Acquisition Corp. - 2022-12-08

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
Alderman Thomas W.
2. Issuer Name and Ticker or Trading Symbol
InterPrivate II Acquisition Corp. [ GETR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
(Last) (First) (Middle)
C/O GETAROUND, INC., 55 GREEN STREET
3. Date of Earliest Transaction (MM/DD/YY)
12/08/2022
(Street)
SAN FRANCISCO, CA94111
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
Stock Options $ 2.4356 12/08/2022 A 32,025 ( 1 ) 04/10/2028 Common Stock 32,025 ( 1 ) 32,025 D
Stock Options $ 2.4356 12/08/2022 A 5,444 ( 2 ) 09/26/2028 Common Stock 5,444 ( 2 ) 5,444 D
Stock Options $ 2.4356 12/08/2022 A 26,581 ( 3 ) 07/17/2029 Common Stock 26,581 ( 3 ) 26,581 D
Stock Options $ 2.4356 12/08/2022 A 16,013 ( 4 ) 03/29/2030 Common Stock 16,013 ( 4 ) 16,013 D
Stock Options $ 2.4356 12/08/2022 A 23,779 ( 5 ) 03/02/2031 Common Stock 23,779 ( 5 ) 23,779 D
Stock Options $ 2.4356 12/08/2022 A 32,025 ( 1 ) 03/02/2031 Common Stock 32,025 ( 1 ) 32,025 D
Stock Options $ 2.4356 12/08/2022 A 40,272 ( 6 ) 02/25/2031 Common Stock 40,272 ( 6 ) 40,272 D
Stock Options $ 5.3395 12/08/2022 A 112,089 ( 7 ) 12/02/2031 Common Stock 112,089 ( 7 ) 112,089 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Alderman Thomas W.
C/O GETAROUND, INC.
55 GREEN STREET
SAN FRANCISCO, CA94111
Chief Financial Officer
Signatures
/s/ Spencer Jackson, as Attorney-in-Fact 12/12/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Received in connection with the Issuer's business combination (the "Business Combination") with Getaround, Inc. ("Legacy Getaround") in accordance with the terms of the Agreement and Plan of Merger dated as of May 11, 2022, by and among the Issuer (f/k/a InterPrivate II Acquisition Corp.), TMPST Merger Sub I, Inc., TMPST Merger Sub II, LLC and Legacy Getaround, in exchange for options to acquire 100,000 shares of Legacy Getaround common stock for $0.78 per share. The Business Combination closed on December 8, 2022 (the "Closing Date"). All of the stock options were exercisable as of the Closing Date.
( 2 )Received in connection with the Business Combination in exchange for options to acquire 17,000 shares of Legacy Getaround common stock for $0.78 per share. Includes unvested stock options, of which there were 817 as of the Closing Date, that vest in equal installments monthly until September 1, 2023, subject to the continuous service of the Reporting Person on each vesting date.
( 3 )Received in connection with the Business Combination in exchange for options to acquire 83,000 shares of Legacy Getaround common stock for $0.78 per share. Includes unvested stock options, of which there were 5,760 as of the Closing Date, that vest in equal installments monthly until January 1, 2024, subject to the continuous service of the Reporting Person on each vesting date.
( 4 )Received in connection with the Business Combination in exchange for options to acquire 50,000 shares of Legacy Getaround common stock for $0.78 per share. Includes unvested stock options, of which there were 6,940 as of the Closing Date, that vest in equal installments monthly until February 3, 2025, subject to the continuous service of the Reporting Person on each vesting date.
( 5 )Received in connection with the Business Combination in exchange for options to acquire 74,250 shares of Legacy Getaround common stock for $0.78 per share. Includes unvested stock options, of which there were 12,385 as of the Closing Date, that vest in equal installments monthly until January 1, 2025, subject to the continuous service of the Reporting Person on each vesting date.
( 6 )Received in connection with the Business Combination in exchange for options to acquire 125,750 shares of Legacy Getaround common stock for $0.78 per share. Includes unvested stock options, of which there were 16,781 as of the Closing Date, that vest in equal installments monthly until August 1, 2024, subject to the continuous service of the Reporting Person on each vesting date.
( 7 )Received in connection with the Business Combination in exchange for options to acquire 350,000 shares of Legacy Getaround common stock for $1.71 per share. Includes unvested stock options, of which there were 81,732 as of the Closing Date, that vest in equal installments monthly until November 1, 2025, subject to the continuous service of the Reporting Person on each vesting date.

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