| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | BGRY | Class A Common Stock | Disposed to Issuer | -4.71M | -100% | 0 | Jul 20, 2023 | Direct | F1 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | BGRY | Employee Stock Option (right to buy) | Disposed to Issuer | -$529K | -2.04M | -100% | $0.26* | 0 | Jul 20, 2023 | Class A Common Stock | 2.04M | $1.14 | Direct | F2 |
| transaction | BGRY | Employee Stock Option (right to buy) | Disposed to Issuer | -$161K | -621K | -100% | $0.26* | 0 | Jul 20, 2023 | Class A Common Stock | 621K | $1.14 | Direct | F3 |
| transaction | BGRY | Employee Stock Option (right to buy) | Disposed to Issuer | -$56K | -215K | -100% | $0.26* | 0 | Jul 20, 2023 | Class A Common Stock | 215K | $1.14 | Direct | F4 |
| transaction | BGRY | Employee Stock Option (right to buy) | Disposed to Issuer | -$603K | -2.32M | -100% | $0.26* | 0 | Jul 20, 2023 | Class A Common Stock | 2.32M | $1.14 | Direct | F5 |
Thomas Anderson Wagner is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | Pursuant to the Agreement and Plan of Merger, dated as of March 24, 2023 (the "Merger Agreement"), by and among the Issuer, SoftBank Group Corp., a Japanese kabushiki kaisha ("SoftBank"), and Backgammon Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of SoftBank ("Merger Sub"), on July 20, 2023, Merger Sub merged with and into the Issuer, with the Issuer surviving as a wholly owned subsidiary of SoftBank (the "Merger"). At the effective time of the Merger (the "Effective Time"), each outstanding share of Issuer common stock was automatically converted into the right to receive cash in the amount of $1.40, without interest and less any applicable withholding taxes. |
| F2 | This option, which provided for vesting as to 25% of the underlying shares of Class A Common Stock on September 1, 2021, and with respect to the remaining shares in 36 equal monthly installments thereafter, was canceled in the Merger and converted into the right to receive a cash payment of $529,429.68, representing the difference between the exercise price of the option and the merger consideration ($1.40 per share, in cash, without interest). |
| F3 | This option, which provided for vesting as to 33.33% of the underlying shares on attainment of a performance milestone on July 21, 2021, and with respect to the remaining shares upon the attainment of certain additional performance milestones, was canceled in the Merger and converted into the right to receive a cash payment of $161,412.16, representing the difference between the exercise price of the option and the merger consideration ($1.40 per share, in cash, without interest). |
| F4 | This option, which provided for vesting as to 25% of the underlying shares of Class A Common Stock on December 9, 2021, and with respect to the remaining shares in 36 equal monthly installments thereafter, was canceled in the Merger and converted into the right to receive a cash payment of $56,024.28, representing the difference between the exercise price of the option and the merger consideration ($1.40 per share, in cash, without interest). |
| F5 | This option, which provided for vesting as to 33.33% of the underlying shares on attainment of a performance milestone on July 21, 2021, and with respect to the remaining shares upon the attainment of certain additional performance milestones, was canceled in the Merger and converted into the right to receive a cash payment of $602,534.66, representing the difference between the exercise price of the option and the merger consideration ($1.40 per share, in cash, without interest). |