0001209191-22-060824.txt : 20221212 0001209191-22-060824.hdr.sgml : 20221212 20221212204147 ACCESSION NUMBER: 0001209191-22-060824 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20221208 FILED AS OF DATE: 20221212 DATE AS OF CHANGE: 20221212 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Bowden Bruno CENTRAL INDEX KEY: 0001956470 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40152 FILM NUMBER: 221458355 MAIL ADDRESS: STREET 1: C/O GETAROUND, INC. STREET 2: 55 GREEN STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94111 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: InterPrivate II Acquisition Corp. CENTRAL INDEX KEY: 0001839608 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AUTO RENTAL & LEASING (NO DRIVERS) [7510] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1350 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: (212) 647-0166 MAIL ADDRESS: STREET 1: 1350 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10019 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2022-12-08 0 0001839608 InterPrivate II Acquisition Corp. GETR 0001956470 Bowden Bruno C/O GETAROUND, INC. 55 GREEN STREET SAN FRANCISCO CA 1 0 0 0 Common Stock 2022-12-08 4 A 0 52183 A 52183 D Common Stock 2022-12-08 4 A 0 27527 A 27527 I By IRA Earnout Shares 2022-12-08 4 A 0 26197 A 2029-12-08 Common Stock 26197 26197 D Earnout Shares 2022-12-08 4 A 0 8030 A 2029-12-08 Common Stock 8030 8030 I By IRA Received in connection with the Issuer's business combination (the "Business Combination") with Getaround, Inc. ("Legacy Getaround") in accordance with the terms of the Agreement and Plan of Merger dated as of May 11, 2022 (the "Merger Agreement"), by and among the Issuer (f/k/a InterPrivate II Acquisition Corp.), TMPST Merger Sub I, Inc., TMPST Merger Sub II, LLC and Legacy Getaround. Pursuant to the terms of the Merger Agreement, each outstanding share of Legacy Getaround common stock was entitled to receive 0.320253 shares of Common Stock and certain earnout shares of Common Stock ("Earnout Shares"). In connection with the Business Combination, certain subordinated convertible promissory notes of Legacy Getaround also converted in accordance with their terms into shares of Common Stock. The Business Combination closed on December 8, 2022 (the "Closing Date"). Upon consummation of the Business Combination, the Reporting Person received the right to acquire shares of Common Stock as follows if, at any time during the period following the Closing Date and expiring on the seventh anniversary of the Closing Date, the volume-weighted average price of Common Stock equals or exceeds the respective price for any 20 trading days within any 30 consecutive trading days: 10.0% of the Earnout Shares at $13.50; 10.0% of the Earnout Shares at $17.00; 13.3% of the Earnout Shares at $25.00; 16.7% of the Earnout Shares at $30.00; 16.7% of the Earnout Shares at $37.00; 16.7% of the Earnout Shares at $46.00; and 16.7% of the Earnout Shares at $55.00. /s/ Spencer Jackson, as Attorney-in-Fact 2022-12-12