0000899243-21-041678.txt : 20211026 0000899243-21-041678.hdr.sgml : 20211026 20211026214037 ACCESSION NUMBER: 0000899243-21-041678 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20211022 FILED AS OF DATE: 20211026 DATE AS OF CHANGE: 20211026 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: McIntyre Shauna CENTRAL INDEX KEY: 0001774997 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39463 FILM NUMBER: 211350451 MAIL ADDRESS: STREET 1: 150 N. BARTLETT STREET CITY: MEDFORD STATE: OR ZIP: 97501 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Ouster, Inc. CENTRAL INDEX KEY: 0001816581 STANDARD INDUSTRIAL CLASSIFICATION: GENERAL INDUSTRIAL MACHINERY & EQUIPMENT, NEC [3569] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 350 TREAT AVENUE CITY: SAN FRANCISCO STATE: CA ZIP: 94110 BUSINESS PHONE: (415) 987-6972 MAIL ADDRESS: STREET 1: 350 TREAT AVENUE CITY: SAN FRANCISCO STATE: CA ZIP: 94110 FORMER COMPANY: FORMER CONFORMED NAME: Colonnade Acquisition Corp. DATE OF NAME CHANGE: 20200701 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-10-22 0 0001816581 Ouster, Inc. OUST 0001774997 McIntyre Shauna 350 TREAT AVENUE SAN FRANCISCO CA 94110 0 1 0 0 Pres. of Ouster Automotive Common Stock 2021-10-22 4 A 0 1572249 A 1572249 D Stock Option (Right to Buy) 5.19 2021-10-22 4 A 0 237953 A 2030-05-20 Common Stock 237953 237953 D Stock Option (Right to Buy) 5.19 2021-10-22 4 A 0 48912 A 2030-05-20 Common Stock 48912 48912 D Stock Option (Right to Buy) 5.19 2021-10-22 4 A 0 29008 A 2031-04-06 Common Stock 29008 29008 D Pursuant to the Agreement and Plan of Merger and Plan of Reorganization, dated as of October 5, 2021 (the "Merger Agreement"), each share of common stock of Sense Photonics Inc. ("Sense") owned by the Reporting Person at the effective time of the transactions contemplated by the Merger Agreement (the "Effective Time") was automatically converted into of the Issuer's common stock in accordance with an exchange rate provided in the Merger Agreement (the "Exchange Multiplier"). Includes an award of 380,286 restricted stock units ("RSUs") representing a contingent right to receive one share of common stock upon vesting that will vest as to 1/8th of the total number of RSUs underlying the award on March 11, 2022 and the remaining RSUs will vest as to 1/16th of the total number of RSUs on each quarterly anniversary of March 11, 2022. Also includes an award of 174,016 RSUs that will vest as to 1/16th of the total number of RSUs underlying the award on March 11, 2023 and the remaining RSUs will vest as to 1/16th of the total number of RSUs on each quarterly anniversary of March 11, 2023. 208,209 shares underlying this option are fully vested and exercisable and the remaining shares underlying this option will vest in substantially equal monthly installments. Pursuant to the Merger Agreement, each option to purchase Sense common stock (a "Sense Option"), whether vested or unvested, that was outstanding immediately prior to the Effective Time, was converted into an option to acquire the number of shares of common stock of the Issuer (an "Issuer Option") equal to the product of (i) the number of shares subject to such Sense Option as of immediately prior to the Effective Time, multiplied by (ii) the Exchange Multiplier, rounded down to the nearest whole number of shares of the Issuer's common stock, at an exercise price per share equal to the quotient obtained by dividing the per share exercise price of the Sense Option by the Exchange Multiplier, rounded up to the nearest whole cent. 42,798 shares underlying this option are fully vested and exercisable and the remaining shares underlying this option will vest in substantially equal monthly installments. 18,129 shares underlying this option are fully vested and exercisable and the remaining shares underlying this option will vest in substantially equal monthly installments. /s/ Myra Pasek, as Attorney-in-Fact 2021-10-26