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^*

Lu James Fu Bin

(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⁾		480,947	D	$7.51	29,790,903	I	By Longview Capital SVH LLC⁽²⁾
Common Stock	12/31/2024		X⁽³⁾		568,539	D	$6.69	29,222,365	I	By Longview Capital SVH LLC⁽²⁾
Common Stock	12/31/2024		X⁽⁴⁾		318,916	D	$6.46	28,903,448	I	By Longview Capital SVH LLC⁽²⁾
Common Stock	12/31/2024		X⁽⁵⁾		478,199	D	$9.03	28,425,249	I	By Longview Capital SVH LLC⁽²⁾
Common Stock								1,275,372	D

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 (obligation to sell)	$7.51	12/31/2024		X⁽¹⁾			445,209	04/01/2024	12/31/2024	Common Stock	480,947	$0	0	I	By Longview Capital SVH LLC⁽²⁾
Call Option (obligation to sell)	$6.69	12/31/2024		X⁽³⁾			517,456	04/01/2024	12/31/2024	Common Stock	568,539	$0	0	I	By Longview Capital SVH LLC⁽²⁾
Call Option (obligation to sell)	$6.46	12/31/2024		X⁽⁴⁾			285,609	04/01/2024	12/31/2024	Common Stock	318,916	$0	0	I	By Longview Capital SVH LLC⁽²⁾
Call Option (obligation to sell)	$9.03	12/31/2024		X⁽⁵⁾			443,943	03/16/2024	12/31/2024	Common Stock	478,199	$0	0	I	By Longview Capital SVH LLC⁽²⁾

Explanation of Responses:

1. The call options were exercisable into a number of shares of Grindr Inc. common stock equal to a principal amount owed by the Reporting Person plus accrued interest at time of exercise divided by the exercise price. On December 31, 2024, an aggregate of 445,209 of the call options were exercised, resulting in the right to acquire an aggregate of 480,947 shares of Grindr Inc. common stock.

2. Longview Capital Group Limited ("LCGL") is the sole equityholder of Longview Grindr Holdings Limited ("LGHL"). LGHL is the sole equityholder of Longview Capital SVH LLC ("LCSVH"). The Reporting Person is the sole equityholder of LCGL and exercises ultimate voting and investment power of the equity interests held by LCGL, LGHL and LCSVH. 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.

3. The call options were exercisable into a number of shares of Grindr Inc. common stock equal to a principal amount owed by the Reporting Person plus accrued interest at time of exercise divided by the exercise price. On December 31, 2024, an aggregate of 517,456 of the call options were exercised, resulting in the right to acquire an aggregate of 568,539 shares of Grindr Inc. common stock.

4. The call options were exercisable into a number of shares of Grindr Inc. common stock equal to a principal amount owed by the Reporting Person plus accrued interest at time of exercise divided by the exercise price. On December 31, 2024, an aggregate of 285,609 of the call options were exercised, resulting in the right to acquire an aggregate of 318,916 shares of Grindr Inc. common stock.

5. The call options were exercisable into a number of shares of Grindr Inc. common stock equal to a principal amount owed by the Reporting Person plus accrued interest at time of exercise divided by the exercise price. On December 31, 2024, an aggregate of 443,943 of the call options were exercised, resulting in the right to acquire an aggregate of 478,199 shares of Grindr Inc. common stock.

	/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.