Reddit Inc.
11/22/2024 | Press release | Distributed by Public on 11/22/2024 16:55
Statement of Changes in Beneficial Ownership - Form 4
Ownership Submission
(Print or Type Responses)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT 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) |
(e.g., puts, calls, warrants, options, convertible securities)
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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 | ||||||||
| Call option (obligation to sell) | $306.1084 | 11/21/2024 | S/K | 10,000,000 | (1)(2) | (1)(2) | Class A Common Stock | 10,000,000 | (1)(2)(3)(4) | 10,000,000 | I | Indirect interest in a corporation(5)(6) | |||
| Put option (right to sell) | $121.0196 | 11/21/2024 | P/K | 10,000,000 | (1)(2) | (1)(2) | Class A Common Stock | 10,000,000 | (1)(2)(3)(4) | 10,000,000 | I | Indirect interest in a corporation(5)(6) |
Reporting Owners
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Newhouse Steven O C/O REDDIT, INC. 303 2ND STREET, SOUTH TOWER, 5TH FLOOR SAN FRANCISCO, CA 94107 |
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Signatures
| /s/ Steven O. Newhouse | 11/22/2024 |
| **Signature of Reporting Person | Date |
Explanation of Responses:
| * | 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) | On 11/21/2024, Advance Magazine Publishers Inc. ("AMPI") established a credit facility backed by costless equity collar transactions (the "Transactions") and an aggregate of 10,000,000 shares of Class B common stock (the "Class B Common Stock") of Reddit, Inc. (the "Issuer"). Pursuant to the Transactions, AMPI wrote European call options and purchased European put options over an aggregate of 10,000,000 shares of Class A common stock (the "Class A Common Stock") of the Issuer. The Transactions will be settled in cash unless AMPI elects physical settlement, in which case it expects to convert Class B Common Stock for Class A Common Stock sufficient to satisfy its obligations under the Transactions. |
| (2) | The Transactions expire in 25 equal increments in respect of 400,000 shares each over a series of expiration dates from November 5, 2029 to December 11, 2029, inclusive. |
| (3) | On the relevant expiration date, the call option will automatically be exercised (and the put option will expire unexercised) if the volume weighted average price of the Common Stock on the relevant expiration date (the "Reference Price") is greater than or equal to the call option strike price; the put option will automatically be exercised (and the call option will expire unexercised) if the Reference Price is less than or equal to the put option strike price; and the call option and the put option will each expire unexercised if the Reference Price is greater than the put option strike price but less than the call option strike price; provided that the applicable option buyer may elect to exercise the applicable options on the relevant expiration date regardless of whether or not the applicable options are in-the-money. |
| (4) | The Transactions are a "zero-cost collar," in which no premium was exchanged for either the call option or the put option. |
| (5) | AMPI is the record holder of the securities set forth on this report. Mr. Newhouse, by virtue of his affiliations with Advance Publications, Inc. a New York corporation ("API"), and certain holders of equity in API, may be deemed to share beneficial ownership of the securities beneficially owned by AMPI. API is the indirect parent company of AMPI. |
| (6) | Mr. Newhouse disclaims beneficial ownership of the securities beneficially owned by AMPI, and this report shall not be deemed an admission that Mr. Newhouse is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |