Jeffrey Russakow - Dec 8, 2022 Form 4 Insider Report for InterPrivate II Acquisition Corp. (GETR)

Role
Director
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, 07:44 PM
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 +10.2 K 10.2 K Dec 8, 2022 Direct F1
transaction GETR Common Stock Award +160 K +1565.11% 170 K Dec 8, 2022 Direct 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 GETR Earnout Shares Award +2.53 K 2.53 K Dec 8, 2022 Common Stock 2.53 K Direct F1, F3

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"). In connection with the Business Combination, certain subordinated convertible promissory notes of Legacy Getaround also converted in accordance with their terms into shares of Common Stock. The Business Combination closed on December 8, 2022 (the "Closing Date").
F2 Represents restricted stock units, each of which represents a contingent right to receive one share of Common Stock, received in connection with the Business Combination in exchange for restricted stock units representing a contingent right to receive 500,000 shares of Legacy Getaround common stock. The restricted stock units vested as to 80,063 shares on the Closing Date and will continue to vest in equal installments monthly until November 17, 2023, 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.