| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Reddit, Inc. [ RDDT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/25/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A common stock, par value $0.0001 per share | 03/25/2024 | C | 16,182 | A | (1) | 16,182 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series A preferred stock | (1) | 03/25/2024 | C | 7,500,000 | (1) | (1) | Class B common stock | 7,500,000 | (1) | 0 | D | ||||
| Series E preferred stock | (1) | 03/25/2024 | C | 588,592 | (1) | (1) | Class B common stock | 588,592 | (1) | 0 | D | ||||
| Series F-1 preferred stock | (1) | 03/25/2024 | C | 16,182 | (1) | (1) | Class A common stock | 16,182 | (1) | 0 | D | ||||
| Class B Common Stock | (1)(2) | 03/25/2024 | C | 8,088,592 | (2) | (2) | Class A common stock | 8,088,592 | (1)(2) | 42,191,092 | D | ||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Each share of preferred stock, other than any share of Series F-1 preferred stock, converted on a one-for-one basis into Class B common stock in accordance with Reddit, Inc.'s (the "Company") amended and restated certificate incorporation immediately upon the completion of the initial public offering of the Company. Each share of Series F-1 preferred stock converted on a one-for-one basis into Class A common stock in accordance with the Company's amended and restated certificate incorporation immediately upon the completion of the initial public offering of the Company. |
| 2. The Class B common stock is convertible into an equal number of shares of Class A common stock at any time, at the holder's election. Each share of Class B common stock will convert automatically into one share of Class A common stock upon any transfer, whether or not for value, except for certain permitted transfers set forth in the amended and restated certificate of incorporation of the Company, or upon the first date the aggregate number of then-outstanding shares of Class B common stock ceases to represent at least 7.5% of the aggregate number of then-outstanding shares of the Company's Class A and Class B common stock. |
| Remarks: |
| Advance Publications, Inc., a New York corporation, may be deemed to beneficially own the securities of the Company held by Advance Magazine Publishers Inc., a New York corporation ("AMPI"), due to its control of AMPI. |
| Advance Magazine Publishers Inc. /s/ Oren Klein, Chief Financial Officer | 03/27/2024 | |
| Advance Publications, Inc. /s/ Oren Klein, Chief Financial Officer | 03/27/2024 | |
| ** 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 4 (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. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||