SEC Form 4
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
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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| OMB APPROVAL |
| OMB Number: |
3235-0287 |
| Estimated average burden |
| hours per response: |
0.5 |
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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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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. |
1. Name and Address of Reporting Person*
| 113 CHERRY STREET |
| PMB 88154 |
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Leafly Holdings, Inc. /DE
[ LFLY ]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| X |
Director |
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10% Owner |
| X |
Officer (give title below) |
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Other (specify below) |
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CEO |
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3. Date of Earliest Transaction
(Month/Day/Year)
07/20/2024
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
| X |
Form filed by One Reporting Person |
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Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
|---|
| 1. Title of Security (Instr.
3)
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2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction 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 |
V |
Amount |
(A) or (D) |
Price |
| Common Stock |
07/20/2024 |
|
F |
|
137
|
D |
$2.28
|
63,331 |
D |
|
| Common Stock |
07/20/2024 |
|
F |
|
55
|
D |
$2.28
|
63,276 |
D |
|
| Common Stock |
07/20/2024 |
|
F |
|
415
|
D |
$2.28
|
62,861 |
D |
|
| Common Stock |
07/20/2024 |
|
F |
|
416
|
D |
$2.28
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62,445 |
D |
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| Common Stock |
07/20/2024 |
|
F |
|
1,461
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D |
$2.28
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60,984
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D |
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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|---|
| 1. Title of Derivative Security (Instr.
3)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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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 |
| Explanation of Responses: |
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/s/ Nicole Sanchez, Attorney-in-Fact for Yoko Miyashita |
07/23/2024 |
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** 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 Number. |
POWER OF ATTORNEY
The undersigned, Yoko Miyashita, hereby appoints each of
Nicole Sanchez, Suresh Krishnaswamy and Kathleen Mullaney,
each acting individually, as her attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer, director and/or greater than
10% holder of Leafly Holdings, Inc. (the "Company"), Forms 3, 4 and
5 in accordance with Section 16(a) of the Securities Exchange Act
of 1934 and the rules thereunder, as amended from time to time
(the "Exchange Act"), and any other forms or reports the undersigned
may be required to file in connection with the undersigned's
ownership, acquisition or disposition of securities of the Company;
(2) execute for and on behalf of the undersigned, in
the undersigned's capacity as a Director and/or greater than 10%
holder of the Company, Form 144 in accordance with the Securities
Act of 1933 and the rules thereunder, as amended from time to time
(the "Securities Act");
(3) perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to
complete and execute any such Form 4 or 5, or Form
144 and timely file such form with the Securities and Exchange
Commission and any stock exchange or similar authority; and
(4) take any other action of any type whatsoever in
connection with the foregoing which, in the opinion of
such attorney-in-fact, may be of benefit to, in the best
interest of, or legally required by, the undersigned, it
being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant
to this Power of Attorney shall be in such form and
shall contain such terms and conditions as such
attorney-in-fact may approve in his or her discretion.
The undersigned hereby grants to each attorney-in-fact
full power and authority to do anything that is necessary
or desirable in the exercise of any of the rights and
powers herein granted, as fully and to all intents and
purposes as the undersigned could do if personally
present, with full power of substitution or revocation,
hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute
or substitutes, shall lawfully do or cause to be done by
virtue of this Power of Attorney and the rights and
powers herein granted. The undersigned acknowledges that
each attorney-in-fact, in serving in such capacity at
the request of the undersigned, is not assuming, nor is
the Company assuming, any of the undersigned's
responsibilities to comply with Section 16 of the
Exchange Act or Rule 144 under the Securities Act.
This Power of Attorney shall remain in full force and
effect until the undersigned is no longer required to
file forms under Section 16(a) of the Exchange Act and
Form 144 under the Securities Act with respect to the
undersigned's holdings of and transactions in securities
issued by the Company, unless earlier revoked by the
undersigned in a signed writing to the foregoing
attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this
Power of Attorney to be executed as of this 4th day
of June 2024.
/s/ Yoko Miyashita
Yoko Miyashita
POWER OF ATTORNEY
The undersigned, Yoko Miyashita, hereby appoints each of
Nicole Sanchez, Suresh Krishnaswamy and Kathleen Mullaney,
each acting individually, as her attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer, director and/or greater than
10% holder of Leafly Holdings, Inc. (the "Company"), Forms 3, 4 and
5 in accordance with Section 16(a) of the Securities Exchange Act
of 1934 and the rules thereunder, as amended from time to time
(the "Exchange Act"), and any other forms or reports the undersigned
may be required to file in connection with the undersigned's
ownership, acquisition or disposition of securities of the Company;
(2) execute for and on behalf of the undersigned, in
the undersigned's capacity as a Director and/or greater than 10%
holder of the Company, Form 144 in accordance with the Securities
Act of 1933 and the rules thereunder, as amended from time to time
(the "Securities Act");
(3) perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to
complete and execute any such Form 4 or 5, or Form
144 and timely file such form with the Securities and Exchange
Commission and any stock exchange or similar authority; and
(4) take any other action of any type whatsoever in
connection with the foregoing which, in the opinion of
such attorney-in-fact, may be of benefit to, in the best
interest of, or legally required by, the undersigned, it
being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant
to this Power of Attorney shall be in such form and
shall contain such terms and conditions as such
attorney-in-fact may approve in his or her discretion.
The undersigned hereby grants to each attorney-in-fact
full power and authority to do anything that is necessary
or desirable in the exercise of any of the rights and
powers herein granted, as fully and to all intents and
purposes as the undersigned could do if personally
present, with full power of substitution or revocation,
hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute
or substitutes, shall lawfully do or cause to be done by
virtue of this Power of Attorney and the rights and
powers herein granted. The undersigned acknowledges that
each attorney-in-fact, in serving in such capacity at
the request of the undersigned, is not assuming, nor is
the Company assuming, any of the undersigned's
responsibilities to comply with Section 16 of the
Exchange Act or Rule 144 under the Securities Act.
This Power of Attorney shall remain in full force and
effect until the undersigned is no longer required to
file forms under Section 16(a) of the Exchange Act and
Form 144 under the Securities Act with respect to the
undersigned's holdings of and transactions in securities
issued by the Company, unless earlier revoked by the
undersigned in a signed writing to the foregoing
attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this
Power of Attorney to be executed as of this 4th day
of June 2024.
/s/ Yoko Miyashita
Yoko Miyashita
Leafly (NASDAQ:LFLY)
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