Caroline Cochran - May 9, 2024 Form 4 Insider Report for AltC Acquisition Corp. (OKLO)

Role
Co-Founder, COO, Director, 10%+ Owner
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, 04:39 PM
Next filing
Jul 12, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction OKLO Class A Common Stock Award +10.9M 10.9M May 9, 2024 Direct F1
transaction OKLO Class A Common Stock Award +11.2M 11.2M May 9, 2024 By Jacob DeWitte 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 +2.01M 2.01M May 9, 2024 Class A Common Stock 2.01M Direct F1, F3
transaction OKLO Earnout Rights Award +2.06M 2.06M May 9, 2024 Class A Common Stock 2.06M By Jacob DeWitte 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 Represents securities held by the Reporting Person's spouse.
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.