Wright David K. sold PTRN

September 12, 2025 · Form 4 insider transaction

Wright David K. sold 10,117,775 shares of Pattern Group Inc. at $0.00 per share, a transaction worth N/A. The trade was recorded as conversion of a derivative and disclosed on an SEC Form 4, filed 10 days after the transaction.

Direction
Disposed (sell-side)
Shares
10,117,775
Price
$0.00
Total value
N/A
Role—
SecurityFounder Non-Voting Preferred Stock
Transaction codeC: Conversion of a derivative
Transaction dateSeptember 12, 2025
Filing dateSeptember 22, 2025
Shares owned after0
OwnershipDirect
10b5-1 planNo
AmendedNo

Footnotes

Immediately prior to the completion of the Offering, each share of Founder Non-Voting Preferred Stock shall be reclassified into a number of shares of Series A Common Stock, after giving effect to the Founder Preferred Stock Adjustments (as defined below).; Pursuant to the Issuer's amended and restated certificate of incorporation as in effect as of the transaction date (the "Pre-IPO Charter"), each share of Founder Non-Voting Preferred Stock is convertible into, subject to the Founder Preferred Stock Adjustments, (i) one share of Common Stock or (ii) in contemplation of an Offering, one share of Founder Voting Preferred Stock, at any time at the option of the holder.; Immediately prior to the completion of the Offering, pursuant to the terms of the Pre-IPO Charter, all outstanding shares of Series B Preferred Stock shall automatically convert into a number of shares of Common Stock, after giving effect to certain anti-dilution adjustments dependent on the Offering price. Each share of Series B Preferred Stock shall convert into a number of shares of Series A Common Stock determined by dividing the original issue price of such share by the lesser of (a) the original issue price of such share (subject to certain anti-dilution adjustments) and (b) 50% of the Offering price per share in the Offering (the "Series B Preferred Special Conversion Ratio").; (Continued) If application of the Series B Preferred Special Conversion Ratio would dilute the Founder Voting Preferred Stock and the Founder Non-Voting Preferred Stock (collectively, the "Founder Preferred Stock") by more than 3.33%, the Pre-IPO Charter provides for an increase in the number of shares of Common Stock issuable upon conversion of the Founder Preferred Stock (including the Series A Common Stock and Series B Common Stock issuable in the reclassification of the Founder Preferred Stock) such that the dilution to the Founder Preferred Stock will be capped at 3.33%; however, no adjustment will be made for any incremental dilution that exceeds 9.00% (the "Founder Preferred Stock Adjustments"). The shares of Founder Preferred Stock have no expiration date.; This transaction occurred prior to the Offering and is being reported on Form 4 solely for purposes of compliance with Rule 16a-2(a) under the Securities Exchange Act of 1934, as amended. The securities covered by such transaction were previously included on the Reporting Person's Form 3.; Each share of Founder Non-Voting Preferred Stock converted into one share of Founder Voting Preferred Stock at the option of the holder.

View the original Form 4 on SEC EDGAR