Sec Form 4 Filing - Zamani Payam @ Inspirato Inc - 2023-02-08

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Zamani Payam
2. Issuer Name and Ticker or Trading Symbol
Inspirato Inc [ ISPO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
CHIEF EXECUTIVE OFFICER
(Last) (First) (Middle)
C/O INSPIRATO INCORPORATED, 1544 WAZEE STREET
3. Date of Earliest Transaction (MM/DD/YY)
02/08/2023
(Street)
DENVER, CO80202
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
Class A Common Stock 02/21/2025 X( 1 ) 583,099 A $ 3.43 4,284,928 I ( 2 ) See footnote (2)
Class A Common Stock 05/07/2024 P 10,000 A $ 3.99 1,110,000 D
Class A Common Stock 02/08/2023 P 500 A $ 25 1,110,500 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 BUY) $ 3.43 02/21/2025 X( 1 ) 583,099 12/09/2024 09/13/2029 Class A Common Stock 583,099 $ 0 3,061,215 I ( 3 ) See footnote (3)
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Zamani Payam
C/O INSPIRATO INCORPORATED
1544 WAZEE STREET
DENVER, CO80202
X X CHIEF EXECUTIVE OFFICER
Signatures
/S/ SYLVIA HALL, BY POWER OF ATTORNEY 02/25/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On February 21, 2025, One Planet Group LLC partially exercised a warrant to purchase 583,099 shares of Inspirato's Class A Common Stock for the exercise price of $3.43 per share, paid on a cash basis.
( 2 )The 4,284,928 shares of Class A common stock referenced in Box 5 includes 300,000 shares of Class A common stock that are held by an entity controlled by One Planet Group and its President and CEO, Mr. Zamani (the "Affiliated Entity"). In such capacity, Mr. Zamani has voting and dispositive power over the securities that are held by One Planet Group and the Affiliated Entity. As a result, 3,984,928 shares of Class A common stock may be deemed to be directly beneficially owned by One Planet Group and indirectly beneficially owned by Mr. Zamani, while the 300,000 shares of Class A common stock described above may be deemed to be indirectly beneficially owned by both One Planet Group and Mr. Zamani.
( 3 )The warrant is owned by One Planet Group LLC. Mr. Zamani has voting and dispositive power over the securities that are held by One Planet Group LLC as its President and CEO. Therefore, the warrant may be deemed to be directly beneficially owned by One Planet Group and indirectly owned by Mr. Zamani.

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).
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