Kasra Sy Fahimi - Dec 8, 2022 Form 4 Insider Report for InterPrivate II Acquisition Corp. (GETR)

Role
Chief Operating Officer
Signature
/s/ Spencer Jackson, as Attorney-in-Fact
Stock symbol
GETR
Transactions as of
Dec 8, 2022
Transactions value $
$0
Form type
4
Date filed
12/12/2022, 07:42 PM
Next filing
Dec 21, 2022
This filing has been restated, see here for the amended filing

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction GETR Common Stock Award +25.6K 25.6K Dec 8, 2022 Direct F1

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 GETR Stock Options Award +721K 721K Dec 8, 2022 Common Stock 721K $3.93 Direct F2
transaction GETR Earnout Shares Award +6.33K 6.33K Dec 8, 2022 Common Stock 6.33K Direct F1, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Received in connection with the Issuer's business combination (the "Business Combination") with Getaround, Inc. ("Legacy Getaround") in accordance with the terms of the Agreement and Plan of Merger dated as of May 11, 2022 (the "Merger Agreement"), by and among the Issuer (f/k/a InterPrivate II Acquisition Corp.), TMPST Merger Sub I, Inc., TMPST Merger Sub II, LLC and Legacy Getaround. Pursuant to the terms of the Merger Agreement, each outstanding share of Legacy Getaround common stock was entitled to receive 0.320253 shares of Common Stock and certain earnout shares of Common Stock ("Earnout Shares"). The Business Combination closed on December 8, 2022 (the "Closing Date").
F2 Received in connection with the Business Combination in exchange for options to acquire 2,250,000 shares of Legacy Getaround common stock for $1.26 per share, of which 37.5% will vest and become exercisable on March 21, 2023, and the remainder will thereafter continue to vest and become exercisable in equal installments monthly until March 21, 2026, subject to the continuous service of the Reporting Person on each vesting date.
F3 Upon consummation of the Business Combination, the Reporting Person received the right to acquire shares of Common Stock as follows if, at any time during the period following the Closing Date and expiring on the seventh anniversary of the Closing Date, the volume-weighted average price of Common Stock equals or exceeds the respective price for any 20 trading days within any 30 consecutive trading days: 10.0% of the Earnout Shares at $13.50; 10.0% of the Earnout Shares at $17.00; 13.3% of the Earnout Shares at $25.00; 16.7% of the Earnout Shares at $30.00; 16.7% of the Earnout Shares at $37.00; 16.7% of the Earnout Shares at $46.00; and 16.7% of the Earnout Shares at $55.00.