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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) |
7. Title and Amount of Underlying Securities (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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Share Units | (1) | 03/02/2021 | A | 33,333.5 | (2) | 12/18/2022 | Common shares | 33,333.50 | $ 0 | 33,333.5 | D | ||||
Restricted Share Units | (1) | 03/02/2021 | A | 33,333.5 | (3) | 12/18/2024 | Common shares | 33,333.50 | $ 0 | 33,333.5 | D | ||||
Stock Option (right to buy) | $ 10.00 | 12/18/2020 | A | 2,433 (4) | (5) | 04/17/2025 | Common shares | 2,433.00 (4) | $ 0 (6) | 2,433 (4) | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Wilches Julian 489 FIFTH AVENUE, 27TH FLOOR NEW YORK, NY 10017 |
Chief Regulatory Officer |
/s/ David M. Kastin, under power of attorney | 03/03/2021 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Each restricted share unit represents the contingent right to receive one common share of the Issuer. |
(2) | The restricted share units vest when they have both time-vested and performance-vested, subject to the Reporting Person's continuous service with the Issuer through the relevant vesting dates. The restricted share units will time-vest in four equal annual installments, commencing on December 18, 2021, and will performance-vest based on the achievement of certain share price performance conditions on or prior to December 18, 2022. |
(3) | The restricted share units vest when they have both time-vested and performance-vested, subject to the Reporting Person's continuous service with the Issuer through the relevant vesting dates. The restricted share units will time-vest in four equal annual installments, commencing on December 18, 2021, and will performance-vest based on the achievement of certain share price performance conditions on or prior to December 18, 2024. |
(4) | On December 22, 2020, the reporting person filed a Form 4 which inadvertently reported options to acquire 2,443 common shares rather than 2,433 common shares of the Issuer. Information in this item does not reflect a new acquisition but is provided to disclose the correct number of shares that the reporting person has a right to acquire pursuant to the previously reported transaction. |
(5) | The options were exercisable as of on December 18, 2020, the closing date of the business combination (the "Business Combination") of Clever Leaves International Inc. ("Clever Leaves") and Schultze Special Purpose Acquisition Corp. pursuant to the Amended and Restated Business Combination Agreement, dated as of November 9, 2020 (the "Business Combination Agreement"). |
(6) | As part of the Business Combination, each outstanding option to acquire Class A common shares of Clever Leaves International Inc. was automatically converted into an option exercisable for common shares of the Issuer based on the exchange ratio of 0.3288 in accordance with the Business Combination Agreement. |