Statement of Changes in Beneficial Ownership (4)
February 02 2023 - 5:34PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Bair Brian |
2. Issuer Name and Ticker or Trading Symbol
Offerpad Solutions Inc.
[
OPAD
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Executive Officer |
(Last)
(First)
(Middle)
C/O OFFERPAD SOLUTIONS INC., 2150 E. GERMANN ROAD, SUITE 1 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
1/31/2023 |
(Street)
CHANDLER, AZ 85286
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Warrants | (1) | 1/31/2023 | | P | | 893016 | | (1) | (1) | Class A Common Stock | 893016 | $0.5599 | 893016 | I | The BBAB Living Trust |
Explanation of Responses: |
(1) | On Janaury 31, 2023, the Reporting Person purchased 893,016 pre-funded warrants, each with an exercise price of $0.0001, ("Pre-Funded Warrants"), subject to certain customary anti-dilution adjustment provisions, and can be exercised on a cash or cashless basis. Each Pre-Funded Warrant represents the right to purchase one share of the Issuer's Class A Common Stock. The Pre-Funded Warrants will not be exercisable until at least 21 days after the definitive information statement is filed with the Securities and Exchange Commission or such later time as is necessary to comply with the listing requirements of the New York Stock Exchange.The Pre-Funded Warrants do not expire. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Bair Brian C/O OFFERPAD SOLUTIONS INC. 2150 E. GERMANN ROAD, SUITE 1 CHANDLER, AZ 85286 | X | X | Chief Executive Officer |
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Signatures
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/s/ Adam Martinez, as Attorney-in-Fact for Brian Bair | | 2/2/2023 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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