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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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) |
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 | ||||||||
7.00% Senior Convertible Notes | $ 11.5 (3) | 08/26/2022 | P | $ 500,000 | (4) | 09/01/2026 | Common Stock | 43,478 | (5) | $ 500,000 | D | ||||
PIPE Warrant | $ 11.5 | 08/26/2022 | P | 10,714 | 09/25/2022 | 08/26/2027 | Common Stock | 10,714 | (5) | 10,714 | D | ||||
Private Placement Warrant | $ 11.5 | 08/26/2022 | P | 9,982,754 | 09/25/2022 | 08/26/2027 | Common Stock | 9,982,754 | $ 1 | 9,982,754 | I | See footnote (2) | |||
Class B Common Stock | (6) | 08/26/2022 | C | 5,701,967 | (6) | (6) | Common Stock | 5,701,967 | $ 0 | 0 | I | See footnote (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
HUBERMAN JONATHAN C/O NOGIN, INC. 1775 FLIGHT WAY, STE. 400 TUSTIN, CA 92782 |
X | Co-CEO & President |
/s/ Michael Bassiri, Attorney-in-fact | 08/30/2022 | |
**Signature of Reporting Person | Date |
* | 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) | Pursuant to the business combination (the "Business Combination") of Software Acquisition Group Inc. III and Branded Online, Inc. (d/b/a Nogin) ("Legacy Nogin"), as contemplated by an agreement and plan of merger, dated as of February 14, 2022 and as amended on April 20, 2022 and August 26, 2022 (as amended, the "Merger Agreement"), each share of common stock and preferred stock of Legacy Nogin, in each case outstanding immediately prior to the effective time of the business combination, was cancelled and converted into the right to receive shares of the Issuer's Common Stock and, at each Legacy Nogin stockholder's election, cash consideration. |
(2) | Reflects securities held of record by Software Acquisition Holdings III LLC (the "Sponsor"). The reporting person is the managing member of the Sponsor, and as a result, may be deemed to share beneficial ownership of the securities held by the Sponsor. The reporting person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein. |
(3) | The conversion rate for the 7.00% Senior Convertible Notes (the "Notes") is initially 86.9565 shares of the Issuer's Common Stock per $1,000 principal amount of Notes (equivalent to an initial conversion price of approximately $11.50 per share of Common Stock). The conversion rate is subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. |
(4) | Holders may convert the Notes at any time until the close of business on August 28, 2026. |
(5) | The reporting person executed a subscription agreement, dated April 19, 2022 (the "PIPE Subscription Agreement"), for $0.5 million aggregate principal amount of the Notes. Pursuant to the PIPE Subscription Agreement, the reporting person also received a pro rata portion of warrants for no additional consideration. |
(6) | Each share of Class B Common Stock automatically converted into one share of Common Stock of the Issuer at consummaion of the Business Combination. |