Sec Form 4 Filing - DABAH MOSHE @ KIDPIK CORP. - 2023-05-15

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
DABAH MOSHE
2. Issuer Name and Ticker or Trading Symbol
KIDPIK CORP. [ PIK]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
VP, COO and CTO
(Last) (First) (Middle)
C/O KIDPIK CORP., 200 PARK AVENUE SOUTH, 3RD FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
05/15/2023
(Street)
NEW YORK, NY10003
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 05/15/2023 M 42,333 A $ 0 148,844 ( 1 ) ( 2 ) ( 3 ) D
Common Stock 05/15/2023 F 3,238 ( 4 ) D $ 0.611 145,606 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
Restricted Stock Unit ( 5 ) 05/15/2023 M 42,333 ( 6 ) ( 6 ) Common Stock 42,333 $ 0 42,334 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
DABAH MOSHE
C/O KIDPIK CORP.
200 PARK AVENUE SOUTH, 3RD FLOOR
NEW YORK, NY10003
VP, COO and CTO
Signatures
/s/ Moshe Dabah 05/17/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These securities are also disclosed separately in beneficial ownership reports filed by Mr. Ezra Dabah, the Chief Executive Officer of the Issuer, and the father of Moshe Dabah, as a result of the voting agreement discussed in footnote (2) below.
( 2 )Excludes securities owned by members of a Voting Group relating to a voting agreement dated September 1, 2021, between the reporting person and members of the Voting Group, for which the reporting person disclaim beneficial ownership (except as expressly set forth above). The Voting Group refers to members of a voting agreement with (and with respect to the reported securities owned by) Moshe Dabah, Eva Dabah, Joia Kazam, Chana Rapaport, Yaacov Dabah and trusts for the benefit of each of the foregoing, the co-trustees of which are the spouse and mother-in-law of Ezra Dabah; Gila Goodman; Isaac Dabah and his spouse; GMM Capital LLC; and Sterling Macro Fund for purposes of Section 13(d) of the Securities Exchange Act of 1934.
( 3 )Each member of the Voting Group provided complete authority to Mr. Ezra Dabah, the Chief Executive Officer of the Issuer (and the father of Moshe Dabah), to vote the shares held by such persons and entities at any and all meetings of stockholders of the Company and via any written consents.
( 4 )Represents shares withheld by the Company to satisfy tax withholding obligations in connection with the vesting of 42,333 restricted stock units to the Reporting Person on May 15, 2023.
( 5 )Each restricted stock unit represents the contingent right to receive, at settlement, one share of common stock.
( 6 )The restricted stock units vest at the rate of (i) 1/3 on May 15, 2022; (ii) 1/3 on May 15, 2023; and (iii) 1/3 on May 15, 2024, subject to the reporting person's continued service through the applicable vesting date. Restricted stock units do not expire; they either vest or are canceled prior to 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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