4: Statement of changes in beneficial ownership of securities
Published on November 16, 2021
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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) |
(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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Option (Right to Buy) | $ 3.34 | 09/29/2021 | A(3) | 289,575 | (4) | 04/20/2031 | Common Stock | 289,575 | $ 0 | 289,575 | D | ||||
Option (Right to Buy) | $ 3.34 | 09/29/2021 | A(3) | 216,675 | (5) | 04/20/2031 | Common Stock | 216,675 | $ 0 | 506,250 | D |
Reporting Owners
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
MORFITT MARTHA A M C/O OLAPLEX HOLDINGS, INC. 1178 COAST VILLAGE RD, SUITE 1-520 SANTA BARBARA, CA 93108 |
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Signatures
/s/ Eric Tiziani, attorney-in-fact | 11/16/2021 | |
**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 is a weighted average price. These shares were sold in multiple transactions ranging from $25.95 to 26.00, inclusive. The Reporting Person undertakes to provide to the Company, any security holder of the Company or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range. |
(2) | The price reported is a weighted average price. These shares were sold in multiple transactions ranging from $25.96 to 25.9999, inclusive. The Reporting Person undertakes to provide to the Company, any security holder of the Company or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range. |
(3) | These stock options were granted prior to the initial public offering of the common stock, par value $0.001 per share ("Common Stock"), of Olaplex Holdings, Inc. (the "Company"), pursuant to a reorganization of the Company completed on September 29, 2021. These transactions were exempt from Section 16(b) in reliance upon Rule 16b-3 and are being reported herein pursuant to Rule 16a-2(a). |
(4) | This option vests as to the underlying shares of Common Stock of the Company, in five equal installments on each of April 20, 2022, April 20, 2023, April 20, 2024, April 20, 2025, and April 20, 2026. |
(5) | This option is vested as to 72,225 shares of Common Stock underlying this option, and vests as to one third of the remaining portion of the underlying shares of Common Stock in equal installments on each of the first three anniversaries of October 4, 2021, the date of consummation of the initial public offering of the Company's Common Stock. |