Roadzen Inc.

11/22/2024 | Press release | Distributed by Public on 11/22/2024 17:42

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Malhotra Rohan
2. Issuer Name and Ticker or Trading Symbol
Roadzen Inc. [RDZN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
See Remarks
(Last) (First) (Middle)
C/O ROADZEN INC., 111 ANZA BLVD. SUITE 109
3. Date of Earliest Transaction (Month/Day/Year)
11/21/2024
(Street)
BURLINGAME, CA 94010
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Ordinary Shares 11/21/2024 P 3,000 A $0.82(1) 776,160 D
Ordinary Shares 11/22/2024 P 3,750 A $0.85(2) 779,910 D
Ordinary Shares 17,138,213 I See footnote(3)
Ordinary Shares 45,854 I See footnote(4)
Ordinary Shares(5) 5,616,485 D
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)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Malhotra Rohan
C/O ROADZEN INC.
111 ANZA BLVD. SUITE 109
BURLINGAME, CA 94010
X X See Remarks

Signatures

Jean-Noel Gallardo, Attorney-in-fact 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) The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.80 to $0.83, inclusive. The reporting person undertakes to provide to Roadzen Inc., any security holder of Roadzen Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
(2) The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.81 to $0.85, inclusive. The reporting person undertakes to provide to Roadzen Inc., any security holder of Roadzen Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
(3) Avacara Pte Ltd. ("Avacara") is the record holder of these ordinary shares. Mr. Malhotra is the majority shareholder and managing director of Avacara, a Singapore corporation with offices located at 14 Robinson Road, #12-01/02, Far East Finance Building, Singapore, 048545, and as such may be deemed to have beneficial ownership of the ordinary shares held directly by Avacara. Mr. Malhotra disclaims any beneficial ownership of the shares held by Avacara, except to the extent of his pecuniary interest therein.
(4) RM Securities LLC is the record holder of these ordinary shars. Mr. Malhotra is the sole member of RM Securities LLC and as such may be deemed to have beneficial ownership of the ordinary shares held directly by RM Securities LLC. Mr. Malhotra disclaims any beneficial ownership of the shares held by RM Securities LLC, except to the extent of his pecuniary interest therein.
(5) Represents ordinary shares underlying restricted stock units ("RSUs") issued under the Roadzen Inc. 2023 Omnibus Incentive Plan, as amended and/or restated from time to time (the "Plan"). Each RSU represents the contingent right to receive one Issuer ordinary share. Each RSU fully vests on September 18, 2025, subject to the Reporting Person's continuous service with the Issuer through the vesting date. Form 4s filed by the Reporting Person prior to the date of this Form 4 incorrectly stated that each RSU fully vests on September 18, 2024, subject to the Reporting Person's continuous service with the Issuer through the vesting date.

Remarks:
Mr. Rohan Malhotra is the Chief Executive Officer and Director of the Issuer.
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.