4: Statement of changes in beneficial ownership of securities
Published on January 3, 2025
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIPFiled 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
Exodus Movement, Inc. [ EXOD ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/21/2023 | ||||||||||||||||||||||||||
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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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| 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) | |||
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| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 11/21/2023(1) | F | 1,701(2) | D | $3.79 | 216,010 | D | |||
| Class A Common Stock | 12/26/2023(1) | F | 1,701(2) | D | $4.6 | 214,309 | D | |||
| Class A Common Stock | 01/25/2024(1) | F | 2,016(2) | D | $2.3 | 212,293 | D | |||
| Class A Common Stock | 03/13/2024(1) | A | 102,250(3) | A | $0 | 314,543 | D | |||
| Class A Common Stock | 03/19/2024(1) | F | 5,016(2) | D | $5.05 | 309,527 | D | |||
| Class A Common Stock | 04/30/2024 | F | 3,079(2) | D | $8 | 306,448(4) | D | |||
| Class A Common Stock | 05/28/2024 | F | 3,572(2) | D | $8 | 302,876 | D | |||
| Class A Common Stock | 06/21/2024 | F | 3,291(2) | D | $13.95 | 299,585 | D | |||
| Class A Common Stock | 07/25/2024 | F | 3,290(2) | D | $17 | 296,295 | D | |||
| Class A Common Stock | 08/27/2024 | F | 3,226(2) | D | $14.57 | 293,069 | D | |||
| Class A Common Stock | 09/25/2024 | F | 3,290(2) | D | $14.8 | 289,779 | D | |||
| Class A Common Stock | 10/21/2024 | F | 3,292(2) | D | $15.1 | 286,487 | D | |||
| Class A Common Stock | 11/25/2024 | F | 3,291(2) | D | $20.05 | 283,196 | D | |||
| Class A Common Stock | 12/12/2024 | F | 3,290(2) | D | $21.65 | 279,906(5) | D | |||
| 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) | ||||
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Explanation of Responses: |
| 1. This transaction occurred prior to the reporting person becoming subject to Section 16 of the Securities Exchange Act of 1934, as amended, and is being reported pursuant to Rule 16a-2(a). |
| 2. In connection with the vesting and settlement of restricted stock units ("RSUs") previously granted under the Issuer's equity incentive plans, the Issuer withheld shares of the Issuer's common stock, par value $0.0001 per share ("Class A Common Stock"), to satisfy its tax withholding obligations. |
| 3. Represents 102,250 RSUs granted under the Issuer's 2021 Equity Incentive Plan, 4260 that were vested on the date of grant and 97,990 that vest in equal monthly installments though January 1, 2028. Each RSU represents the right to receive one share of Class A Common Stock upon settlement. |
| 4. The Form 3 filed on May 8, 2024 to report ownership as of April 28, 2024 inadvertently excluded 42,153 shares of Class A Common Stock that included (i) 3,079 shares of Class A Common Stock withheld by the Issuer on April 30, 2024 and 39,074 additional shares of Class A Common Stock owned by the reporting person. |
| 5. Includes (i) 7,528 RSUs originally granted on January 5, 2022 that vest in equal monthly installments through January 1, 2026, (ii) 108,508 RSUs originally granted on January 1, 2023 that vest in equal monthly installments through January 1, 2027 and (iii) 78,818 RSUs originally granted on March 13, 2024 that vest in equal monthly installments through January 1, 2028. |
| /s/ James Gernetzke, attorney-in-fact for Veronica McGregor | 01/03/2025 | |
| ** 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.