Sec Form 13D Filing - GEARON J MICHAEL JR filing for GRINDR (GRNDWS) - 2025-02-03

Item 4 of the Original Schedule 13D is hereby amended and supplemented as follows:Between January 10, 2025 and January 14, 2025, 28th Street distributed its holdings of Common Stock in kind, for no additional consideration to its members, as follows:January 10, 2025: 7,090,959 shares to the 1997 Gearon Family Trust;January 10, 2025: 590,958 shares to the J. Michael Gearon, Jr. Revocable Trust;January 10, 2025: 766,417 to additional members; andJanuary 14, 2025: 6,500,000 shares to the J. Michael Gearon, Jr. Revocable Trust.Mr. Gearon's spouse is a co-trustee of the 1997 Gearon Family Trust and Mr. Gearon is the sole trustee of the J. Michael Gearon Jr. Revocable Trust.On January 29, 2025, 28th Street sold 175,000 warrants in the open market at prices ranging from $6.46 to $6.61 per warrant (with a weighted average sales price of $6.52 per warrant).On January 30, 2025, 28th Street sold 150,000 warrants in the open market at prices ranging from $6.38 to $6.72 per warrant (with a weighted average sales price of $6.50 per warrant).On January 31, 2025, 28th Street sold 114,459 warrants in the open market at prices ranging from $6.34 to $6.56 per warrant (with a weighted average sales price of $6.44 per warrant).On January 16, 2025 and January 19, 2025, Mr. Gearon received 10,480 and 2,190 shares of Common Stock, respectively, upon the settlement of vested restricted stock units, which had previously been granted to Mr. Gearon for service as a non-employee director of the Company.On January 23, 2025, the Company announced a redemption of its outstanding warrants at a price of $0.10 per warrant by 5:00 p.m. New York City time on February 24, 2025 (the "Redemption Time"). Holders of the warrants may instead elect to exercise their warrants until the Redemption Time. 28th Street presently intends to exercise its 255,941 warrants on a cashless basis prior to the Redemption Time pursuant to the terms of the Warrant Agreement, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, dated as of November 23, 2020, as amended on November 17, 2022; however, there can be no guarantee that 28th Street's plans for such warrant exercise will not change prior to the Redemption Time.

Item 5 of the Statement is hereby amended and restated as follows:Rows 11 and 13 of each Reporting Person's cover page to this Schedule 13D/A set forth the aggregate number of shares of Common Stock and percentages of the shares of Common Stock beneficially owned by such Reporting Person and are incorporated herein by reference. The percentage set forth in each row 13 is based upon 176,868,332 shares of Common Stock, consisting of (i) 176,612,391 shares of Common Stock outstanding as of November 5, 2024, as reported in the Issuer's Quarterly Report on Form 10-Q, filed on November 8, 2024, plus (i) 12,670 shares of Common Stock issued to Mr. Gearon upon the settlement of vested restricted stock units after November 8, 2024, and (ii) 255,941shares of Common Stock issuable to 28th Street upon the exercise of currently exercisable warrants.

Rows 7 through 10 of each Reporting Person's cover page to this Schedule 13D/A set forth the number of shares of Common Stock as to which such Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition and are incorporated by reference.Mr. Gearon and The 1997 Gearon Family Trust, by virtue of each of their 50% beneficial ownership of 28th Street, may be deemed to beneficially own the shares of Common Stock owned by 28th Street and have the shared power to vote or to direct the vote of (and shared power to dispose of or to direct the disposition of) the 255,941 shares of Common Stock underlying warrants held by 28th Street. Mr. Gearon is the sole trustee of the J. Michael Gearon, Jr. Revocable Trust and may be deemed to beneficially own the shares of Common Stock owned by the J. Michael Gearon, Jr. Revocable Trust and have the sole power to vote or to direct the vote of (and shared power to dispose of or to direct the disposition of) the 7,090,958 shares of Common Stock held by the J. Michael Gearon, Jr. Revocable Trust. Mr. Gearon's spouse is a co-trustee of the 1997 Gearon Family Trust, and Mr. Gearon may be deemed to beneficially own the shares of Common Stock owned by the 1997 Gearon Family Trust and have the shared power to vote or to direct the vote of (and shared power to dispose of or to direct the disposition of) the 7,090,959 shares of Common Stock held by the 1997 Gearon Family Trust.

Except as reported under Item 4, the Reporting Persons have not affected any transactions in the securities of the Issuer during the past 60 days.

No person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities beneficially owned by any Reporting Person.

Each of 28th Street and 1997 Gearon Family Trust ceased to be beneficial owners of more than five percent of the Common Stock on January 14, 2025.

Item 6 of the Original Schedule 13D is hereby amended and supplemented by the following:Warrants28th Street holds an aggregate of 255,941warrants, each of which is exercisable to purchase one share of Common Stock, subject to adjustment in certain circumstances. In the Original Schedule 13D, the number of warrants held by the 28th Street was inadvertently understated by 175,625 warrants, by virtue of an administrative error.The exercise price of the warrants is $11.50 per share, subject to adjustments. The warrants were originally scheduled to expire at 5:00 p.m., New York City time, on November 18, 2027 or earlier upon redemption or the Company's liquidation.The warrants are redeemable by the Company in whole at $0.10 per warrant upon a minimum of 30 days' prior written notice of redemption, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table set forth in the Warrant Agreement. As described in Item 4, on January 23, 2025, the Company announced a redemption of its outstanding warrants at a price of $0.10 per warrant by 5:00 p.m. New York City time on February 24, 2025.The foregoing description of the warrants is qualified in its entirety to the full text of the Warrant Agreement, which is filed herewith as Exhibit 99.3 and incorporated herein by reference.Equity AwardsAs an outside director of the Company, from time to time, Mr. Gearon has received, and may in the future receive, restricted stock units or other awards of equity-based compensation pursuant to the Company's compensation arrangements for non-employee directors. As of the date hereof, Mr. Gearon holds 27,210 shares of Common Stock issued upon the settlement of restricted stock unit awards, as well as restricted stock units for 4,378 shares that are scheduled to vest in two equal quarterly installments on April 17, 2025 and July 17, 2025.

Item 7 of the Original Schedule 13D is hereby amended and supplemented by the following:99.3Warrant Agreement between Tiga Acquisition Corp. and Continental Stock Transfer & Trust Compan y, as warrant agent, dated November 23, 2020 (incorporated by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K (File No. 1-39714), filed with the SEC on November 23, 2022).