0001209191-22-060825.txt : 20221212 0001209191-22-060825.hdr.sgml : 20221212 20221212204229 ACCESSION NUMBER: 0001209191-22-060825 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: Fahimi Kasra Sy CENTRAL INDEX KEY: 0001956765 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40152 FILM NUMBER: 221458356 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 0001956765 Fahimi Kasra Sy C/O GETAROUND, INC. 55 GREEN STREET SAN FRANCISCO CA 94111 0 1 0 0 Chief Operating Officer Common Stock 2022-12-08 4 A 0 25571 A 25571 D Stock Options 3.9344 2022-12-08 4 A 0 720569 A 2032-05-09 Common Stock 720569 720569 D Earnout Shares 2022-12-08 4 A 0 6334 A 2029-12-08 Common Stock 6334 6334 D 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"). The Business Combination closed on December 8, 2022 (the "Closing Date"). Received in connection with the Business Combination in exchange for options to acquire 2,250,000 shares of Legacy Getaround common stock for $1.26 per share, of which 37.5% will vest and become exercisable on March 21, 2023, and the remainder will thereafter continue to vest and become exercisable in equal installments monthly until March 21, 2026, subject to the continuous service of the Reporting Person on each vesting 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