Statement of Changes in Beneficial Ownership (4)
May 23 2023 - 4:31PM
Edgar (US Regulatory)
FORM 4
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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).
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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
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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
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Peker Lev |
2. Issuer Name and Ticker or Trading Symbol
PARTS iD, Inc.
[
ID
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Executive Officer |
(Last)
(First)
(Middle)
1 CORPORATE DRIVE, SUITE C |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/19/2023 |
(Street)
CRANBURY, NJ 08512 |
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
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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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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) | $0.48 | 5/19/2023 | | A | | 1562500 | | 5/19/2023 | 5/19/2028 | Class A Common Stock | 1562500 | (1) | 1562500 | D | |
Convertible Notes | (2) | 5/19/2023 | | A | | $750000 | | (2) | 5/19/2025 | Class A Common Stock | (2) | $750000 | $750000 | D | |
Explanation of Responses: |
(1) | The warrants were received in consideration for the loans forwarded by Mr. Peker and which are evidenced by a convertible promissory note (the "Convertible Note"). |
(2) | The Convertible Note accrues 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. The Convertible Note matures on May 19, 2025 (the "Maturity Date"). Effective on the Maturity Date, if the Convertible Notes has not otherwise been repaid by the Company in accordance with the terms and conditions set forth therein, then at the option of the Reporting Person, the outstanding balance of the Convertible Note (including any accrued but unpaid interest thereon) (the "Note Amount") shall convert into that number of fully paid and nonassessable shares of the Company's Class A common stock at a conversion price equal to the respective Note Amount (as defined in the Convertible Note) divided by the Conversion Price (as defined in the Convertible Note). |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Peker Lev 1 CORPORATE DRIVE SUITE C CRANBURY, NJ 08512 | X |
| Chief Executive Officer |
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Signatures
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/s/ Lev Peker | | 5/23/2023 |
**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. |
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