Wendy F. Dicicco - Jun 17, 2022 Form 3 Insider Report for Renovacor, Inc. (RCOR)

Role
Chief Financial Officer
Signature
/s/ Joseph Carroll, as attorney-in-fact
Stock symbol
RCOR
Transactions as of
Jun 17, 2022
Transactions value $
$0
Form type
3
Date filed
6/21/2022, 07:49 PM
Previous filing
Apr 4, 2022
Next filing
Jul 5, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding RCOR Common Stock 4.33K Jun 17, 2022 Direct F1, F2
holding RCOR Common Stock 18.8K Jun 17, 2022 Direct F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding RCOR Stock Option Jun 17, 2022 Common Stock 10.9K $3.61 Direct F4
holding RCOR Stock Option Jun 17, 2022 Common Stock 14.6K $7.73 Direct F5
holding RCOR Stock Option Jun 17, 2022 Common Stock 37.6K $6.45 Direct F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The 4,329 shares of common stock are represented by unvested restricted stock units granted pursuant to that certain Agreement and Plan of Merger, dated as of March 22, 2021, by and among the Issuer (f/k/a Chardan Healthcare Acquisition 2 Corp.), Renovacor Holdings, Inc. (f/k/a Renovacor, Inc.) and CHAQ 2 Merger Sub, Inc. (the "Merger Agreement") as Earnout RSU Awards (as defined in the Merger Agreement). The Earnout RSU Awards will vest and become exercisable as follows: (i) 1,299 shares shall vest in full if, at any time before December 31, 2023, the VWAP (as defined in the Merger Agreement) of the Issuer's common stock over any twenty (20) trading days (which may or may not be consecutive) within any thirty (30) consecutive trading day period is greater than or equal to $17.50 per share (the "First Milestone");
F2 (continued from footnote 1) (ii) 1,298 shares shall vest in full if, at any time before December 31, 2025, the VWAP of the Issuer's common stock over any twenty (20) trading days (which may or may not be consecutive) within any thirty (30) consecutive trading day period is greater than or equal to $25.00 per share (the "Second Milestone"); and (iii) 1,732 shares shall vest in full if, at any time before December 31, 2027, the VWAP of the Issuer's common stock over any twenty (20) trading days (which may or may not be consecutive) within any thirty (30) consecutive trading day period is greater than or equal to $35.00 per share (the "Third Milestone").
F3 These restricted stock units will vest in four equal annual installments beginning on January 24, 2023, subject to the continuous service of the Reporting Person on such vesting dates.
F4 The stock option will vest and become exercisable in full on January 26, 2025. The stock option vested 25% on January 26, 2022, and the remainder will vest in equal monthly installments for the remaining 36 months, subject to the continuous service of the Reporting Person on such vesting dates.
F5 The stock option vested 50% on April 1, 2022, and the remaining 50% will vest and become exercisable in full on September 3, 2022, subject to the continuous service of the Reporting Person on such vesting date. The stock option will also vest in full if, prior to the vesting date, the Reporting Person is terminated without cause.
F6 The stock option will vest and become exercisable in full on January 24, 2026, with 25% vesting on January 24, 2023, and the remainder vesting in equal monthly installments for the remaining 36 months, subject to the continuous service of the Reporting Person on such vesting date.

Remarks:

The Reporting Person previously served as the Interim Chief Financial Officer of the Issuer until March 28, 2022. The Reporting Person has since been re-engaged to serve as the Chief Financial Officer of the Issuer as of June 17, 2022.