Chief Operating Officer Medlin Derek covered exercise/tax liability with 12,988 shares, increasing direct ownership by 5% to 55,811 units (SEC Form 4)
$KPLT
Diversified Commercial Services
Consumer Discretionary
| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Katapult Holdings, Inc. [ KPLT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/15/2023 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 08/15/2023 | F | 657(1)(2)(3) | D | $462.25 | 52,399 | D | |||
| Common Stock | 05/15/2024 | F | 1,137(4)(5) | D | $18.66 | 67,281 | D | |||
| Common Stock | 08/15/2024 | F | 1,138(5) | D | $13.53 | 66,143 | D | |||
| Common Stock | 11/15/2024 | F | 1,137(5) | D | $6.63 | 65,006 | D | |||
| Common Stock | 02/15/2025 | F | 1,299(5) | D | $9.87 | 63,707 | D | |||
| Common Stock | 03/15/2025 | F | 2,653(6)(7) | D | $11.47 | 61,054 | D | |||
| Common Stock | 05/15/2025 | F | 1,656(8) | D | $7.65 | 59,398 | D | |||
| Common Stock | 08/15/2025 | F | 1,657(8) | D | $14.05 | 57,741 | D | |||
| Common Stock | 11/17/2025 | F | 1,654(8) | D | $5.98 | 55,811 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Explanation of Responses: |
| 1. On September 9, 2021, the reporting person was granted 110,213 restricted stock units ("RSUs") (which, following the Issuer's July 27, 2023 1-for-25 reverse stock split, resulted in 4,409 RSUs), 25% of which vested on March 15, 2022, with the remainder scheduled to vest thereafter in 12 quarterly installments on each of May 15, August 15, November 15 and February 15 subject to the reporting person's continued employment with the Issuer on each applicable vesting date (the "2021 Award"). The reporting person has reported prior grants of RSUs under the 2021 Award in Table II of Form 4. |
| 2. On March 15, 2022, the reporting person was granted 592,946 RSUs (which, following the Issuer's July 27, 2023 1-for-25 reverse stock split, resulted in 23,718 RSUs), 25% of which vested on March 15, 2023, with the remainder scheduled to vest thereafter in 12 quarterly installments on each of May 15, August 15, November 15 and February 15 subject to the reporting person's continued employment with the Issuer on each applicable vesting date (the "2022 Award"). |
| 3. The shares reported in Column 4 are shares withheld for the payment of taxes associated with the 2021 Award and 2022 Award and were previously included in the shares reported under Transaction Code F in Table I of the Form 4 filed on November 17, 2023. |
| 4. On June 16, 2023, the reporting person was granted 385,000 RSUs (which, following the Issuer's July 27, 2023 1-for-25 reverse stock split, resulted in 15,400 RSUs), one-third of which vested on March 15, 2024, and the remainder scheduled to vest thereafter in eight quarterly installments on each of May 15, August 15, November 15 and February 15 subject to the reporting person's continued employment with the Issuer on each applicable vesting date (the "2023 Award"). |
| 5. The shares reported in Column 4 are shares withheld for the payment of taxes associated with the 2021 Award, 2022 Award and 2023 Award. |
| 6. On May 6, 2024, the reporting person was granted 20,000 RSUs, one-third of which vested on March 15, 2025, and the remainder scheduled to vest thereafter in eight quarterly installments on each of May 15, August 15, November 15 and February 15 subject to the reporting person's continued employment with the Issuer on each applicable vesting date (the "2024 Award"). |
| 7. The shares reported in Column 4 are shares withheld for the payment of taxes associated with the 2021 Award, 2022 Award and 2024 Award. |
| 8. The shares reported in Column 4 are shares withheld for the payment of taxes associated with the 2022 Award, 2023 Award and 2024 Award. |
| /s/ Ryan Wigdor as Attorney-in-Fact for Derek Medlin | 11/19/2025 | |
| ** 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. | ||