Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

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^*

Zage George Raymond III

(Last)

(First)

(Middle)

C/O GRINDR INC.

750 N. SAN VICENTE BLVD. STE RE1400

(Street)

WEST HOLLYWOOD

90069

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Grindr Inc. [ GRND ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2024

4. 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 Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/31/2024		X⁽¹⁾		233,591	A	$7.51	233,591	I	By LLC⁽²⁾
Common Stock	12/31/2024		X⁽³⁾		271,498	A	$6.69	505,089	I	By LLC⁽²⁾
Common Stock	12/31/2024		X⁽⁴⁾		154,875	A	$6.46	659,964	I	By LLC⁽²⁾
Common Stock	12/31/2024		X⁽⁵⁾		235,211	A	$9.03	895,175	I	By LLC⁽²⁾
Common Stock								5,725,271	D
Common Stock								72,006,333	I	By Tiga SVH Investments Ltd.⁽⁶⁾
Common Stock								272,473	I	By Tiga Investments Pte. Ltd.⁽⁷⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Call Option (right to buy)	$7.51	12/31/2024		X⁽¹⁾			222,605	04/01/2024	12/31/2024	Common Stock	233,591	$0	0	I	By LLC⁽²⁾
Call Option (right to buy)	$6.69	12/31/2024		X⁽³⁾			258,728	04/01/2024	12/31/2024	Common Stock	271,498	$0	0	I	By LLC⁽²⁾
Call Option (right to buy)	$6.46	12/31/2024		X⁽⁴⁾			142,805	04/01/2024	12/31/2024	Common Stock	154,875	$0	0	I	By LLC⁽²⁾
Call Option (right to buy)	$9.03	12/31/2024		X⁽⁵⁾			221,972	03/16/2024	12/31/2024	Common Stock	235,211	$0	0	I	By LLC⁽²⁾

Explanation of Responses:

1. The call option was exercisable into a number of shares of Grindr Inc. common stock equal to a principal amount owed to the Reporting Person plus accrued interest at time of exercise divided by the exercise price. On December 31, 2024, the Reporting Person exercised all 222,605 options, resulting in the right to 233,591 shares of Grindr Inc. common stock.

2. Held by Big Timber Holdings, LLC, a Nevis limited liability company ("Big Timber"). The Reporting Person is the Manager and sole member of Big Timber and exercises ultimate voting and investment power over the shares of the Issuer's common stock held by Big Timber.

3. The call option was exercisable into a number of shares of Grindr Inc. common stock equal to a principal amount owed to the Reporting Person plus accrued interest at time of exercise divided by the exercise price. On December 31, 2024, the Reporting Person exercised all 258,728 options, resulting in the right to 271,498 shares of Grindr Inc. common stock.

4. The call option was exercisable into a number of shares of Grindr Inc. common stock equal to a principal amount owed to the Reporting Person plus accrued interest at time of exercise divided by the exercise price. On December 31, 2024, the Reporting Person exercised all 142,805 options, resulting in the right to 154,875 shares of Grindr Inc. common stock.

5. The call option was exercisable into a number of shares of Grindr Inc. common stock equal to a principal amount owed to the Reporting Person plus accrued interest at time of exercise divided by the exercise price. On December 31, 2024, the Reporting Person exercised all 221,972 options, resulting in the right to 235,211 shares of Grindr Inc. common stock.

6. Tiga Investments Pte. Ltd. ("TI") is the sole equityholder of Tiga SVH Investments Ltd. ("TSVH") and exercises ultimate voting and investment power over the shares held by TSVH. The Reporting Person is the sole equityholder of TI and exercises ultimate voting and investment power over the shares held by TI. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. The inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

7. The Reporting Person is the sole equityholder of TI and exercises ultimate voting and investment power over the shares held by TI. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. The inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

	/s/ William Shafton, Attorney-in-Fact	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.