SEC FORM 4

SEC FORM 4 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^*

Krishnaswamy Suresh

(Last)

(First)

(Middle)

113 CHERRY STREET

PMB 88154

(Street)

SEATTLE

981042205

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Leafly Holdings, Inc. /DE [ LFLY ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/20/2024

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	07/20/2024		F		113⁽¹⁾	D	$2.28	43,249	D
Common Stock	07/20/2024		F		46⁽²⁾	D	$2.28	43,203	D
Common Stock	07/20/2024		F		277⁽³⁾	D	$2.28	42,926	D
Common Stock	07/20/2024		F		277⁽⁴⁾	D	$2.28	42,649	D
Common Stock	07/20/2024		F		1,035⁽⁵⁾	D	$2.28	41,614⁽⁶⁾	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)

Explanation of Responses:

1. Represents shares withheld by the Issuer to satisfy withholding taxes due in connection with the vesting of certain restricted stock units granted to the reporting person on August 17, 2022, at a net settlement price equal to the closing stock price on July 22, 2024. 1/16 of these restricted stock units vested on October 20, 2022, with the remainder vesting 1/16 quarterly until fully vested.

2. Represents shares withheld by the Issuer to satisfy withholding taxes due in connection with the vesting of certain restricted stock units granted to the reporting person on October 6, 2022, at a net settlement price equal to the closing stock price on July 22, 2024. 1/16 of these restricted stock units vested on October 20, 2022, with the remainder vesting 1/16 quarterly until fully vested.

3. Represents shares withheld by the Issuer to satisfy withholding taxes due in connection with the vesting of certain restricted stock units granted to the reporting person on July 25, 2023, at a net settlement price equal to the closing stock price on July 22, 2024. Such restricted stock units are scheduled to vest in 1/8 equal installments on August 20, 2023, October 20, 2023, January 20, 2024, April 20, 2024, July 20, 2024, October 20, 2024, January 20, 2025 and April 20, 2025.

4. Represents shares withheld by the Issuer to satisfy withholding taxes due in connection with the vesting of certain restricted stock units granted to the reporting person on November 30, 2023, at a net settlement price equal to the closing stock price on July 22, 2024. Such restricted stock units are scheduled to vest in 1/4 equal installments on January 20, 2024, April 20, 2024, July 20, 2024 and October 20, 2024.

5. Represents shares withheld by the Issuer to satisfy withholding taxes due in connection with the vesting of certain restricted stock units granted to the reporting person on February 28, 2024, at a net settlement price equal to the closing stock price on July 22, 2024. Such restricted stock units are scheduled to vest in 1/4 equal installments on each of April 20, 2024, July 20, 2024, October 20, 2024 and January 20, 2025.

6. Represents 25,328 shares of common stock and 16,286 unvested restricted stock units.

	/s/ Nicole Sanchez, Attorney-in-Fact for Suresh Krishnaswamy	07/23/2024
	** 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.

CFO Krishnaswamy Suresh covered exercise/tax liability with 1,748 shares, decreasing direct ownership by 4% to 41,614 units (SEC Form 4)