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*
WEINRAUCH STEVE

(Last) (First) (Middle)
6100 4TH AVENUE S
SUITE 400

(Street)
SEATTLE WA 98108

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
03/02/2023
3. Issuer Name and Ticker or Trading Symbol
TRUPANION, INC. [ TRUP ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP, North Am & Vet Strategy
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 33,348 D
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
Stock Option (right to buy) (1) 02/26/2024 Common Stock 15,000 $9.07 D
Stock Option (right to buy) (2) 07/24/2025 Common Stock 3,322 $7.78 D
Stock Option (right to buy) (3) 07/22/2026 Common Stock 8,500 $15.46 D
Stock Option (right to buy) (4) 05/04/2027 Common Stock 23,448 $17.97 D
Restricted Stock Unit (RSU) (5) 02/25/2024(5) Common Stock 5,961 (6) D
Common Stock (7) 02/25/2025(7) Common Stock 8,842 (6) D
Restricted Stock Unit (RSU) (8) 02/25/2025(8) Common Stock 514 (6) D
Restricted Stock Unit (RSU) (9) 02/25/2026(9) Common Stock 6,367 (6) D
Restricted Stock Unit (RSU) (10) 02/25/2027 Common Stock 649 (6) D
Explanation of Responses:
1. On February 26, 2014, the reporting person was granted 15,000 stock options. The stock options vested as to 25% of the total shares on December 5, 2014, and then 1/48th of the total stock options vested monthly thereafter, with 100% of the total shares vested and exercisable on December 5, 2017, subject to the reporting person's provision of service to the issuer on each vesting date.
2. On July 24, 2015, the reporting person was granted 9,522 stock options. The stock options vested as to 25% of the total shares on July 24, 2016, and then 1/48th of the total stock options vested monthly thereafter, with 100% of the total shares vested and exercisable on July 24, 2019, subject to the reporting person's provision of service to the issuer on each vesting date.
3. On July 22, 2016, the reporting person was granted 8,500 stock options. The stock options vested as to 25% of the total shares on July 22, 2017, and then 1/48th of the total stock options vested monthly thereafter, with 100% of the total shares vested and exercisable on July 22, 2020, subject to the reporting person's provision of service to the issuer on each vesting date.
4. On May 4, 2017, the reporting person was granted 23,448 stock options. The stock options vested as to 25% of the total shares on May 4, 2018, and then 1/48th of the total stock options vested monthly thereafter, with 100% of the total shares vested and exercisable on May 4, 2021, subject to the reporting person's provision of service to the issuer on each vesting date.
5. On April 3, 2020, the reporting person was granted 23,844 restricted stock units (RSUs). The RSUs vested and converted into common stock of the Issuer as to 1/4th of the total shares on February 25, 2021, after which 1/16th of the total shares vest quarterly, subject to continued service through each vest date.
6. Restricted stock units convert into common stock on a one-for-one basis.
7. On February 22, 2021, the reporting person was granted 17,685 restricted stock units (RSUs). The RSUs vested and converted into common stock of the Issuer as to 1/4th of the total shares on February 25, 2022, after which 1/16th of the total shares vest quarterly, subject to continued service through each vest date.
8. On February 22, 2021, the reporting person was granted 1,028 restricted stock units (RSUs). The RSUs vested and converted into common stock of the Issuer as to 1/4th of the total shares on February 25, 2022, after which 1/16th of the total shares vest quarterly, subject to continued service through each vest date.
9. On February 28, 2022, the reporting person was granted 8,490 restricted stock units (RSUs). The RSUs vested and converted into common stock of the Issuer as to 1/4th of the total shares on February 25, 2023, after which 1/16th of the total shares vest quarterly, subject to continued service through each vest date.
10. On February 27, 2023, the reporting person was granted 649 restricted stock units (RSUs). The RSUs vested and converted into common stock of the Issuer as to 1/4th of the total shares on February 25, 2024, after which 1/16th of the total shares vest quarterly, subject to continued service through each vest date.
Remarks:
/s/ Charlotte Sim-Warner as attorney-in-fact for Steve Weinrauch 03/10/2023
** 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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