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
CF Finance Acquisition Corp II [ VIEW ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 03/08/2021 | ||||||||||||||||||||||||||
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 | ||||||
Class A Common Stock(1)(2) | 03/08/2021 | A | 700,000 | A | (1)(2) | 700,000 | 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 | ||||||||
Stock Options | $15.92 | 03/08/2021 | A | 34,874 | (3) | (3) | Class A Common Stock | 34,874 | (3) | 34,874 | D | ||||
Stock Options | $9.04 | 03/08/2021 | A | 279,000 | (4) | (4) | Class A Common Stock | 279,000 | (4) | 279,000 | D | ||||
Stock Options | $9.04 | 03/08/2021 | A | 116,249 | (5) | (5) | Class A Common Stock | 116,249 | (5) | 116,249 | D | ||||
Stock Options | $10 | 03/08/2021 | A | 700,000 | (6) | (6) | Class A Common Stock | 700,000 | (6) | 700,000 | D |
Explanation of Responses: |
1. In connection with the Issuer's business combination (the "Business Combination") with View, Inc. ("Legacy View") in accordance with the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of November 30, 2020, among the Issuer (f/k/a CF Finance Acquisition Corp. II), PVMS Merger Sub, Inc. and Legacy View, 700,000 restricted stock units ("RSUs") were granted to the reporting person from the Issuer's 2021 Equity Incentive Plan ("2021 Plan"). The RSUs are subject to both time and performance based vesting. 1/4th of the RSUs will time vest on March 8, 2022 and 1/48th on the same day of each month for the next three years, so that all such shares subject to this award will be fully time vested on March 8, 2025. |
2. (Continued from Footnote 1) 1/2 of the RSUs will performance vest if the average closing stock price of shares of the Issuer's Class A Common Stock equals or exceeds $15.00 per share over a sixty (60) trading day period at any time during the four year vesting period ("$15 hurdle"), and all of the RSUs will performance vest if the average closing stock price of shares of the Issuer's Class A Common Stock equals or exceeds $20.00 per share over a sixty (60) trading day period at any time during the four year vesting period ("$20 hurdle"). If the $15 hurdle has not been met by March 8, 2025, all of the RSUs will be forfeited and returned to the 2021 Plan. If the $15 hurdle has been met but not the $20 hurdle by March 8, 2025, 1/2 of the RSUs will be forfeited and returned to the 2021 Plan. |
3. Upon the closing of the Business Combination, each stock option issued under Legacy View's Amended and Restated 2018 Equity Incentive Plan ("Stock Option") was converted into an option to purchase a number of shares of the Issuer's Class A Common Stock in accordance with the Merger Agreement. The Stock Options granted to the reporting person on May 17, 2017 were converted into options to purchase 34,874 shares of the Issuer's Class A Common Stock at an exercise price of $15.92. 1/5th of the shares subject to this award vested on April 1, 2018 and 1/60th of the shares subject to this award vested on the same day of each month thereafter, so that all such shares subject to the award were fully vested and exercisable on April 1, 2022. |
4. The Stock Options granted to the reporting person on December 4, 2018 were converted into options to purchase 279,000 shares of the Issuer's Class A Common Stock at an exercise price of $9.04. 1/48th of the shares subject to this award vested on December 1, 2018 and 1/48th of the shares subject to this award vested on the same day of each month thereafter, so that all such shares subject to the award will be fully vested and exercisable on November 1, 2022. |
5. The Stock Options granted to the reporting person on November 13, 2019 were converted into options to purchase 116,249 shares of the Issuer's Class A Common Stock at an exercise price of $9.04. 1/48th of the shares subject to this award vested on November 1, 2019 and 1/48th of the shares subject to this award vested on the same day of each month thereafter, so that all such shares subject to the award will be fully vested and exercisable on October 1, 2023. |
6. Upon the closing of the Business Combination, stock options were granted from the Issuer's 2021 Equity Incentive Plan ("2021 Stock Option"). The 2021 Stock Options granted to the reporting person on the closing date of the Business Combination ("Closing Date") were options to purchase 700,000 shares of the Issuer's Class A Common Stock at an exercise price of $10.00 per share. 1/4th of the shares subject to this award will vest on the one year anniversary of the Closing Date and on the same day of each month for the next three years, so that all such shares subject to the award will be fully vested and exercisable on the four year anniversary of the Closing Date. |
Remarks: |
SENIOR VICE PRESIDENT, IOT PRODUCTS |
/s/ William Krause, Attorney-in-fact | 03/10/2021 | |
** 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. |