Statement of Changes in Beneficial Ownership (4)
September 14 2022 - 5:11PM
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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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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MARTIN TIMOTHY O |
2. Issuer Name and Ticker or Trading Symbol
Torrid Holdings Inc.
[
CURV
]
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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) See Remarks |
(Last)
(First)
(Middle)
C/O TORRID HOLDINGS INC., 18501 EAST SAN JOSE AVENUE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
9/12/2022 |
(Street)
CITY OF INDUSTRY, CA 91748
(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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Common Stock | 9/12/2022 | | A | | 150603 (1) | A | $0 | 150603 | D | |
Common Stock | 9/12/2022 | | A | | 181489 (2) | A | $0 | 332092 | 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 |
Option to purchase shares | $6.64 | 9/12/2022 | | A | | 254453 | | (3) | 9/12/2032 | Common Stock | 254453.0 | $0 | 254453 | D | |
Explanation of Responses: |
(1) | Represents restricted stock units, which will vest annually in substantially equal 25% installments on September 12, 2023, September 12, 2024, September 12, 2025 and September 12, 2026, respectively, subject to the reporting person's continued employment through the applicable vesting date. |
(2) | Represents performance stock units ("PSUs") granted on September 12, 2022 (the "Grant Date") which are subject to both service and performance vesting conditions. In this regard, the PSUs will service vest one-third on each of the first, second and third anniversary of the Grant Date, based on the reporting person's continued service through the applicable service vesting date and will performance vest in full or in part upon achievement of specified VWAP targets for any 30 consecutive trading days during the period beginning on the Grant Date and ending on the third anniversary of the Grant Date. Upon satisfaction of such service and performance vesting conditions, the PSUs will settle one-for-one in shares of Common Stock. |
(3) | Represents options to purchase shares that will start vesting on September 12, 2023 and become exercisable in substantially equal 25% installments on September 12, 2023, September 12, 2024, September 12, 2025 and September 12, 2026, respectively, subject to the reporting person's continued employment through the applicable vesting date. |
Remarks: Chief Operating Officer and Chief Financial Officer |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
MARTIN TIMOTHY O C/O TORRID HOLDINGS INC. 18501 EAST SAN JOSE AVENUE CITY OF INDUSTRY, CA 91748 |
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| See Remarks |
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Signatures
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/s/ Bridgett Zeterberg, as Attorney-in-Fact for Tim Martin | | 9/14/2022 |
**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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