Statement of Changes in Beneficial Ownership (4)
March 03 2022 - 5:04PM
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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Burnett Michael S. |
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)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Financial Officer |
(Last)
(First)
(Middle)
C/O OFFERPAD SOLUTIONS INC., 2150 E. GERMAN ROAD, SUITE 1 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/1/2022 |
(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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Class A Common Stock | 3/1/2022 | | A | | 79404 (1) | A | $0.00 | 79404 | D | |
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 |
Performance-Based Restricted Stock Unit | (2) | 3/1/2022 | | A | | 119107 | | (3) | (3) | Class A Common Stock | 119107 | $0.00 | 119107 | D | |
Explanation of Responses: |
(1) | Consists of restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of Offerpad Solutions Inc. (the "Issuer") Class A common stock. The RSUs vest in three equal annual installments beginning on March 1, 2023. |
(2) | Consists of performance-based restricted stock units ("PSUs"). Each PSU represents a contingent right to receive one share of the Issuer's Class A common stock. |
(3) | The PSUs vest based on the Issuer's stock price performance over a performance period beginning on December 31, 2022 and ending on March 1, 2025. The award will vest, if at all, based on continued service and the Issuer's stock price exceeding certain thresholds. Any portion of the award that has not been earned by March 1, 2025 will be forfeited. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Burnett Michael S. C/O OFFERPAD SOLUTIONS INC. 2150 E. GERMAN ROAD, SUITE 1 CHANDLER, AZ 85286 |
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| Chief Financial Officer |
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Signatures
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/s/ Adam Martinez, as Attoney-in-Fact for Michael Burnett | | 3/3/2022 |
**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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