Statement of Changes in Beneficial Ownership (4)
07 Mars 2023 - 11:01PM
Edgar (US Regulatory)
FORM 4
[ ] Check this box if no longer subject to Section
16. Form 4 or Form 5 obligations may continue. See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
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OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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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 * RIGAUD EDWIN |
2. Issuer Name and Ticker or Trading
Symbol PARTS iD, Inc. [ ID ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)__X__
Director _____
10% Owner
_____ Officer (give title
below) _____ Other
(specify below)
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(Last)
(First)
(Middle)
1 CORPORATE DRIVE, SUITE C |
3. Date of Earliest Transaction (MM/DD/YYYY)
3/6/2023
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(Street)
CRANBURY, NJ 08512
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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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 Acquired, Disposed of, or
Beneficially Owned
|
1.Title of Security
(Instr. 3) |
2. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. 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 |
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
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1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative
Security |
3. Trans. Date |
3A. Deemed Execution Date, if any |
4. Trans. 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 |
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 of Derivative Security: 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 |
Warrant (Right to Purchase) |
$0.50 |
3/6/2023 |
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A |
|
80000 |
|
3/6/2023 |
3/6/2028 |
Class A Common Stock |
80000 |
(1) |
80000 |
D |
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Convertible Notes |
(2) |
3/6/2023 |
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A |
|
$400000 |
|
(2) |
3/6/2025 |
Class A Common Stock |
(2) |
$400000 |
$400000 |
D |
|
Explanation of
Responses: |
(1) |
The warrants were received
in consideration for the loans forwarded by Mr. Rigaud and which
are evidenced by the convertible promissory notes (the "Convertible
Notes"). |
(2) |
The Convertible Notes accrue
interest at 7.75% per annum, compounded semi-annually and such
interest may be paid at the option of PARTS iD, Inc. (the
"Company") either in cash or common stock. Upon the Company's sale
and issuance of equity or equity-linked securities pursuant to
which the Company receives aggregate gross proceeds of at least $3
million (a "Qualified Equity Financing"), the Convertible Notes are
mandatorily convertible into shares of such equity securities sold
in the Qualified Equity Financing. The Company may, at its option,
redeem the Convertible Notes for cash, in full or in part, if the
Convertible Notes have not otherwise been converted within 180 days
of the date of issuance. In addition, upon a Change of Control (as
defined in the Convertible Notes) of the Company, the Convertible
Notes shall be repaid in full at or before the closing of such
transaction in cash. The Convertible Notes mature on March 6,
2025. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
RIGAUD EDWIN
1 CORPORATE DRIVE
SUITE C
CRANBURY, NJ 08512 |
X |
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|
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Signatures
|
/s/ Edwin Rigaud |
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3/7/2023 |
**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 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 control number. |
PARTS iD (AMEX:ID)
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