09/15/2025 | Press release | Distributed by Public on 09/15/2025 19:53
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT 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 | ||||||||
Stock Options (right to buy) | $28 | 09/11/2025 | A | 214,285 | (7) | 09/11/2035 | Class A Common Stock | 214,285 | $ 0 | 214,285 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Meade Tyler Roberts 600 THIRD AVENUE, 2ND FLOOR NEW YORK, NY 10016 |
Chief Legal Officer |
/s/ Tyler Meade | 09/15/2025 | |
**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) | Represents a grant of 3,964 restricted stock units ("RSUs"), which vested and settled in full upon the closing of the Issuer's initial public offering ("IPO"). Each RSU represents a contingent right to receive one share of Class A common stock. |
(2) | Represents a grant of 214,285 RSUs, which vest over four years, with 25% vesting on a one-year cliff and the remaining portion vesting in quarterly installments. |
(3) | Represents a grant of 637,022 RSUs, which vest in equal monthly installments over two years, with the first vesting installment occurring on February 24, 2025. |
(4) | In connection with the Issuer's initial public offering and related reorganizational transactions, the reporting person received 632,106 shares of Class A common stock in exchange for the reporting person's corresponding incentive profits interest units in Gemini Astronaut Corps, LLC, including 432,639 shares of restricted Class A common stock for incentive profit interest units that have not vested. |
(5) | These shares were sold in the secondary offering that occurred in conjunction with the IPO. |
(6) | Represents a transfer of 64,396 shares of Class A common stock for no consideration to certain trusts for the benefit of reporting person's family, for which an independent third-party serves as the trustee. |
(7) | These stock options vest over four years, with 25% vesting on a one-year cliff and the remaining portion vesting in quarterly installments. |