0001415889-24-011185.txt : 20240418 0001415889-24-011185.hdr.sgml : 20240418 20240418213814 ACCESSION NUMBER: 0001415889-24-011185 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240416 FILED AS OF DATE: 20240418 DATE AS OF CHANGE: 20240418 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Chidambaran Harish CENTRAL INDEX KEY: 0002009917 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40129 FILM NUMBER: 24855440 MAIL ADDRESS: STREET 1: C/O ILEARNINGENGINES, INC. STREET 2: 6701 DEMOCRACY BLVD., SUITE 300 CITY: BETHESDA STATE: MD ZIP: 20817 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: iLearningEngines, Inc. CENTRAL INDEX KEY: 0001835972 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] ORGANIZATION NAME: 06 Technology IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 6701 DEMOCRACY BLVD. CITY: BETHESDA STATE: MD ZIP: 20817 BUSINESS PHONE: (310) 566-5966 MAIL ADDRESS: STREET 1: 6701 DEMOCRACY BLVD. CITY: BETHESDA STATE: MD ZIP: 20817 FORMER COMPANY: FORMER CONFORMED NAME: Arrowroot Acquisition Corp. DATE OF NAME CHANGE: 20201210 4 1 form4-04192024_010408.xml X0508 4 2024-04-16 0001835972 iLearningEngines, Inc. AILE 0002009917 Chidambaran Harish C/O ILEARNINGENGINES, INC. 6701 DEMOCRACY BLVD., SUITE 300 BETHESDA MD 20817 true true true false CEO 0 Common Stock 2024-04-16 4 A 0 77964895 A 77964895 D Common Stock 2024-04-16 4 A 0 18799432 A 18799432 I By Spouse Received pursuant to the Agreement and Plan of Merger and Reorganization, dated as of April 27, 2023, by and among the Issuer, ARAC Merger Sub, Inc., a wholly-owned subsidiary of the Issuer ("Merger Sub") and iLearningEngines Holdings, Inc. ("Legacy iLearningEngines"), whereby Merger Sub merged with and into Legacy iLearningEngines with the separate corporate existence of Merger Sub ceasing and Legacy iLearningEngines continuing as the surviving corporation and a wholly-owned subsidiary of Issuer (the "Merger"). Includes 27,590,898 shares of restricted stock which vest in 10 equal annual installments beginning on April 16, 2025. Under the terms of the relevant restricted stock purchase agreement, the relevant reported shares of restricted stock may not be transferred without the consent of the Issuer and are subject to a repurchase right in favor of the Issuer. Received in exchange for 62,487,282 shares of Common Stock and 34,225,600 shares of Restricted Common Stock of Legacy iLearningEngines in connection with the Merger (as described in footnote 1). Includes 4,561,014 shares of restricted stock which vest in 10 equal annual installments beginning on April 16, 2025. Under the terms of the relevant restricted stock purchase agreement, the relevant reported shares of restricted stock may not be transferred without the consent of the Issuer and are subject to a repurchase right in favor of the Issuer. Received in exchange for 17,662,288 shares of Common Stock and 5,657,788 shares of Restricted Common Stock of Legacy iLearningEngines in connection with the Merger (as described in footnote 1). The securities are held by the Reporting Person's spouse. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. By /s/ David Samuels, Attorney-in-Fact 2024-04-18