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