0001209191-23-053422.txt : 20231023 0001209191-23-053422.hdr.sgml : 20231023 20231023212141 ACCESSION NUMBER: 0001209191-23-053422 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231019 FILED AS OF DATE: 20231023 DATE AS OF CHANGE: 20231023 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Pollock Ryan CENTRAL INDEX KEY: 0001993003 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41841 FILM NUMBER: 231341002 MAIL ADDRESS: STREET 1: 8609 WESTWOOD CENTER DR STE 810 CITY: VIENNA STATE: VA ZIP: 22182 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Urgent.ly Inc. CENTRAL INDEX KEY: 0001603652 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 462848640 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 8609 WESTWOOD CENTER DRIVE, SUITE 810 CITY: VIENNA STATE: VA ZIP: 22182 BUSINESS PHONE: 571-350-3600 MAIL ADDRESS: STREET 1: 8609 WESTWOOD CENTER DRIVE, SUITE 810 CITY: VIENNA STATE: VA ZIP: 22182 4 1 doc4.xml FORM 4 SUBMISSION X0508 4 2023-10-19 0 0001603652 Urgent.ly Inc. ULY 0001993003 Pollock Ryan C/O URGENT.LY INC. 8609 WESTWOOD CENTER DRIVE, SUITE 810 VIENNA VA 22182 1 0 0 0 0 Common Stock 2023-10-19 4 A 0 14164 0.00 A 14164 D Common Stock 2023-10-19 4 M 0 151109 0.09 A 513323 I See footnote Common Stock 2023-10-19 4 F 0 643 0.09 D 512680 I See footnote Common Stock 2023-10-19 4 C 0 376567 13.77 A 889247 I See footnote Common Stock 2023-10-19 4 C 0 31585 16.94 A 920832 I See footnote Warrant (right to buy) 0.09 2023-10-19 4 M 0 151109 0.00 D 2027-09-30 Common Stock 151109 0 I See footnote Convertible Notes 13.77 2023-10-19 4 C 0 376567 0.00 D 2024-06-30 Common Stock 376567 0 I See footnote Convertible Notes 16.94 2023-10-19 4 C 0 31585 0.00 D 2024-06-30 Common Stock 31585 0 I See footnote The reported shares are represented by restricted stock units, or RSUs, which vest in three equal annual installments beginning on October 19, 2024. The amount of securities beneficially owned includes 335,096 shares previously reported on a Form 3 as convertible notes. These notes converted and the underlying shares were issued prior to the Form 3 triggering event. The shares are held of record by Iron Gate Urgently, LLC (the "LLC"). As a member of the managing committee of Iron Gate Management, the manager of the LLC, the reporting person shares investment and voting control with respect to the shares held of record by the LLC. The reporting person exercised a warrant to purchase 151,109 shares of Issuer common stock for $0.09 per share. The reporting person paid the exercise price on a cashless basis, resulting in the Issuer withholding 643 of the warrant shares to pay the exercise price and issuing the remaining 150,466 shares to the reporting person. The warrants were immediately exercisable into an equal number of shares of Common Stock. The reported amount reflects the shares issuable or the applicable exercise price in connection with the merger of Otonomo Technologies Ltd. and the Issuer. The convertible notes are exercisable upon the occurrence of certain events as set forth in the note agreement. /s/ Timothy C. Huffmyer, by power of attorney 2023-10-22