Samuel H. Altman - May 9, 2024 Form 4 Insider Report for AltC Acquisition Corp. (OKLO)

Role: Director
Signature: /s/ Richard Craig Bealmear, Attorney-in-Fact
Stock symbol: OKLO
Transactions as of: May 9, 2024
Transactions value $: $0
Form type: 4
Date filed: 5/13/2024, 04:36 PM
Previous filing: Jun 2, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	OKLO	Class A Common Stock	Award		+3.15M			3.15M	May 9, 2024	By Hydrazine Capital II, L.P.	F1, F2

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
transaction	OKLO	Earnout Rights	Award		+581K			581K	May 9, 2024	Class A Common Stock	581K		By Hydrazine Capital II, L.P.	F1, F2, F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents securities received as part of the Issuer's business combination, in connection with that certain Agreement and Plan of Merger and Reorganization, dated as of July 11, 2023 (the "Merger Agreement"), by and between the Issuer (formerly AltC Acquisition Corp.), AltC Merger Sub, Inc., and Oklo Inc. ("Legacy Oklo") pursuant to which shares of common stock of Legacy Oklo automatically converted into the right to receive (i) cash and Class A Common Stock of the Issuer and (ii) the right to receive Earnout Shares (as defined below).
F2	The Reporting Person has sole voting and investment power over the shares held by Hydrazine Capital II, L.P. and therefore may be deemed to share beneficial ownership over such shares.
F3	Each earnout right represents a contingent right to receive one share of the Issuer's Class A Common Stock (each, an "Earnout Share") upon the satisfaction of certain price thresholds. Pursuant to an "earnout" provision in the Merger Agreement, the Earnout Shares may be issued in three separate tranches based upon (A) the closing sale price of one share of the Issuer's Class A Common Stock for any twenty trading days within any sixty consecutive trading day period within the five-year period following the closing of the Issuer's business combination or (B) if the Issuer undergoes a Change in Control (as defined in the Merger Agreement), the price per share received by stockholders of the Issuer in such Change in Control transaction.