FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
EXP World Holdings, Inc. [ EXPI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 08/31/2018 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|
1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 11/30/2020 | M(1) | 350 | A | $0.00 | 2,240,372(2) | D | |||
Common Stock | 03/22/2021 | M | 25,000 | A | $0.08 | 2,265,372(2) | D | |||
Common Stock | 04/30/2021 | M(1) | 200 | A | $0.00 | 2,265,572(2) | D | |||
Common Stock | 07/31/2021 | M(1) | 150 | A | $0.00 | 2,265,722(2) | D | |||
Common Stock | 07/31/2021 | M(1) | 150 | A | $0.00 | 2,265,872(2) | D | |||
Common Stock | 08/20/2021 | S(3) | 11,500 | D | $40.2139(4) | 2,254,372 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (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 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: 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 | ||||||||
Restricted Stock Units | $0.00(5) | 08/31/2018 | A | 150 | (6) | (7) | Common Stock | 150 | $0.00 | 150 | D | ||||
Restricted Stock Units | $0.00(5) | 10/31/2018 | A | 150 | (8) | (7) | Common Stock | 150 | $0.00 | 300 | D | ||||
Restricted Stock Units | $0.00(5) | 03/31/2020 | A | 96 | (9) | (7) | Common Stock | 96 | $0.00 | 396 | D | ||||
Restricted Stock Units | $0.00(10) | 11/30/2020 | M(1) | 350 | (11) | (7) | Common Stock | 350 | $0.00 | 0.00 | D | ||||
Stock Options (Right to buy) | $0.08 | 03/22/2021 | M | 25,000 | (12) | 12/31/2022 | Common Stock | 25,000 | $0.00 | 350,000 | D | ||||
Restricted Stock Units | $0.00(10) | 04/30/2021 | M(1) | 200 | (13) | (7) | Common Stock | 200 | $0.00 | 0.00 | D | ||||
Restricted Stock Units | $0.00(10) | 07/31/2021 | M(1) | 150 | (14) | (7) | Common Stock | 150 | $0.00 | 0.00 | D | ||||
Restricted Stock Units | $0.00(10) | 07/31/2021 | M(1) | 150 | (14) | (7) | Common Stock | 150 | $0.00 | 0.00 | D |
Explanation of Responses: |
1. Vesting of restricted stock units ("RSUs") previously granted to the Reporting Person. |
2. The shares of Common Stock reported in this Form 4 as issued to the Reporting Person were not reported timely due to administrative oversight. As a result, such shares were inadvertently omitted from Table I, Column 5 share totals disclosed on Forms 4 previously filed on behalf of the Reporting Person. |
3. The sale reported in this Form 4 was effected pursuant to a preexisting Rule 10b5-1 trading plan adopted by the reporting person. |
4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $40.00 to 40.65, inclusive. The reporting person undertakes to provide to EXP World Holdings, Inc. (the "Issuer"), any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote (4) to this Form 4. |
5. Represents Restricted Stock Units issued under the Issuer's Real Estate Agent Growth Incentive Program. Each Restricted Stock Units represents a contingent right to receive one share of the Issuer's Common Stock and vests three years after the date of grant. |
6. Represents a grant of restricted stock units under the eXp World Holdings, Inc. 2015 Equity Incentive Plan. Each restricted stock unit represents the contingent right to receive, upon vesting of the unit, one share of EXPI common stock. The restricted stock units are scheduled to vest 100% on August 31, 2021, as long as the reporting person continues to provide service to eXp through the respective vesting date. |
7. RSUs do not expire; they either vest or are canceled prior to the vesting date. |
8. Represents a grant of restricted stock units under the eXp World Holdings, Inc. 2015 Equity Incentive Plan. Each restricted stock unit represents the contingent right to receive, upon vesting of the unit, one share of EXPI common stock. The restricted stock units are scheduled to vest 100% on October 31, 2021, as long as the reporting person continues to provide service to eXp through the respective vesting date. |
9. Represents a grant of restricted stock units under the eXp World Holdings, Inc. 2015 Equity Incentive Plan. Each restricted stock unit represents the contingent right to receive, upon vesting of the unit, one share of EXPI common stock. The restricted stock units are scheduled to vest 100% on March 31, 2023, as long as the reporting person continues to provide service to eXp through the respective vesting date. |
10. Each RSU represents a contingent right to receive 1 share of the Issuer's Common Stock upon settlement for no consideration. |
11. The RSUs vested as to 100% of the total number of shares on November 30, 2020. Shares of the Issuer's common stock were delivered to the Reporting Person. |
12. The options are fully vested. |
13. The RSUs vested as to 100% of the total number of shares on April 30, 2021. Shares of the Issuer's common stock were delivered to the Reporting Person. |
14. The RSUs vested as to 100% of the total number of shares on July 31, 2021. Shares of the Issuer's common stock were delivered to the Reporting Person. |
Remarks: |
The 10% owner designation is due to Mr. Gesing's membership in that certain 13D voting group reported on March 8, 2021. |
/s/ James Bramble, attorney-in-fact for Jason Gesing | 08/24/2021 | |
** 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 Number. |