SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
Lu James Fu Bin

(Last) (First) (Middle)
C/O GRINDR INC.
750 N.SAN VICENTE BLVD. STE RE1400

(Street)
WEST HOLLYWOOD CA 90069

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
11/18/2022
3. Issuer Name and Ticker or Trading Symbol
Grindr Inc. [ GRND ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.0001 per share 38,425,923(1) I By LLC(2)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants (3) (3) Common Stock 1,336,124 $11.5 I By LLC(3)
Options (4) (4) Common Stock 554,639 (4) I By LLC(4)
Explanation of Responses:
1. Received pursuant to the Agreement and Plan of Merger, dated May 9, 2022 (the "MA"), by and among Grindr Group LLC ("LG"), Tiga Acquisition Corp. ("Tiga") and Tiga Merger Sub LLC, a subsidiary of Tiga ("Sub I", and together with Tiga and LG, the "Entities"), as amended in the First Amendment to the MA, dated October 5, 2022, by and among Tiga Merger Sub II LLC, a subsidiary of Tiga ("Sub II") and the Entities, pursuant to which Sub I first merged with and into LG, whereupon the separate corporate existence of Sub I ceased, and LG became the surviving company and continued in existence as a wholly owned subsidiary of Tiga until promptly thereafter and as part of the overall transaction, when LG merged with and into Sub II, with Sub II being the entity that survived such second merger and continued in existence as a wholly owned subsidiary of Tiga (the "Business Combination"). Tiga domesticated as a Delaware corporation and subsequently changed its name to Grindr Inc. (the "Issuer").
2. As described in the Issuer's proxy statement (Registration No. 333-264902) (the "Proxy"), shares of the Issuer's Common Stock were issued to Longview Capital SVH LLC, a Washington limited liability company ("Longview SVH"), in exchange for outstanding units of LG Series X ordinary units. Longview Capital Holdings LLC, a Washington limited liability company ("Longview"), is the sole member of Longview SVH, which exercises ultimate voting and investment power with respect to the shares held by Longview SVH. The Reporting Person is the sole equityholder of Longview and exercises voting and investment power with respect to Longview. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.
3. As described in the Proxy, warrants to purchase the Issuer's Common Stock were issued to Longview SVH in exchange for warrants to purchase LG Series X ordinary units. Longview is the sole member of Longview SVH, which exercises ultimate voting and investment power with respect to the shares held by Longview SVH. The Reporting Person is the sole equityholder of Longview and exercises voting and investment power with respect to Longview. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.
4. Option to acquire Issuer's Common Stock from another shareholder within 60 days of the consummation of the Business Combination.
Remarks:
Exhibit 24 - Power of Attorney
/s/ William Shafton, Attorney-in-fact 11/22/2022
** 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 5 (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.
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