| 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 |
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| 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)
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2. Issuer Name and Ticker or Trading Symbol
Leafly Holdings, Inc. /DE [ MCMJ ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/04/2022 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) 02/07/2022 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 02/04/2022 | J(1) | 37,500(1) | D | $0(1) | 3,212,888 | D | |||
| Common Stock | 02/04/2022 | J(2) | 13,000(2) | D | $0(2) | 3,199,888 | D | |||
| Common Stock | 02/04/2022 | J(3) | 28,286(3) | D | $10.01(3) | 3,171,602 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Warrant | $11.5 | 02/04/2022 | J(1) | 300,000(1) | 03/06/2022 | 02/04/2027 | Common stock | 300,000 | $0(1) | 3,018,262(4) | D | ||||
| Explanation of Responses: |
| 1. Pursuant to a January 11, 2022 note purchase agreement ("Note Purchase Agreement") between the Issuer and certain purchasers (the "Note Investors"), under which the Issuer issued and sold to the Note Investors $30,000,000 in aggregate principal amount of unsecured convertible senior notes due 2025 immediately prior to the closing of the business combination (the "Closing") the Issuer entered into on the transaction date, the Reporting Person (who is the SPAC sponsor of the Issuer) agreed to transfer, for no additional consideration, 37,500 shares of Issuer common stock and 300,000 Issuer warrants to the Note Investors. |
| 2. In connection and concurrently with execution of the Note Purchase Agreement, Issuer entered into a letter agreement (the "Side Letter") with Reporting Person and another party to the business combination, pursuant to which Reporting Person forfeited 13,000 shares of Issuer common stock at no cost upon the closing of the Business Combination, not including a further up to 26,000 shares which may be forfeited under the Side Letter at no cost by Reporting Person on the date that is three months after the Closing, with the exact number of shares to be forfeited to be determined based on the final amount of the cash fees to be paid by Issuer pursuant to those certain Share Transfer, Non-Redemption and Forward Purchase Agreements by and between Issuer and certain of its stockholders, dated as of December 22, 2021, at such date (i.e., one share contributed for each $10.00 of cash paid pursuant to such agreements, up to a maximum of 26,000 shares). |
| 3. Pursuant to the Share Transfer, Non-Redemption and Forward Purchase Agreements between the Issuer, the Reporting Person, and another party (the "Transferee") the Reporting Person agreed to transfer 28,286 shares of Issuer common stock to the Transferee. |
| 4. This Form 4 Amendment is being is filed solely to correct an administrative error on the initial Form 4, filed on February 7, 2022, which overstated the number of Warrants held by the reporting person after the transaction reported on such initial Form 4 by 582,049 (stating the number was 3,600,311 when the correct number is 3,018,262 as stated on this Form 4 Amendment). |
| /s/ Peter Lee, Managing Member | 03/01/2022 | |
| ** 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. | ||