Tempus AI Inc
For the period ended Jun 30, 2024. Filed Aug 6, 2024.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2024 · Filed Aug 6, 2024
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Item 5. Other Information
Disclosure of Trading Arrangements
During the fiscal quarter ended June 30, 2024, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule
10b5
-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K, except as set forth in the table below. Sales under each of the following plans will not commence until, at the earliest, the expiration of lock-up restrictions in connection with our IPO.
| Type of TradingArrangement | |||||||||||
| Name and Position | Action | Date | Rule 10b5-1* | Non-Rule 10b5-1** | TotalShares of Class Acommon stock tobe Sold | Expiration Date | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Eric Lefkofsky, Chief Executive Officer, Founder and Director | Adoption | June 14, 2024 | X | Up to 2,000,000(1) | June 18, 2025 | ||||||
| Ryan Fukushima, Chief Operating Officer | Adoption | June 14, 2024 | X | Up to 240,000 | June 30, 2025 | ||||||
| Erik Phelps, Executive Vice President, Chief Administrative and Legal Officer and Assistant Secretary | Adoption | June 14, 2024 | X | To Be Determined(2) | June 30, 2025 | ||||||
| Andrew Polovin, Executive Vice President, General Counsel and Secretary | Adoption | June 14, 2024 | X | To Be Determined(3) | June 30, 2025 | ||||||
| James Rogers, Chief Financial Officer | Adoption | June 14, 2024 | X | To Be Determined(3) | June 15, 2025 | ||||||
| Ryan Bartolucci, Chief Accounting Officer | Adoption | June 14, 2024 | X | To Be Determined(3) | June 30, 2025 | ||||||
| * | Contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. |
|---|
| ** | “Non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K under the Exchange Act. |
|---|
| (1) | Represents the adoption of a Rule 10b5-1 trading plan by each of Blue Media, LLC and Gray Media, LLC, each an entity controlled by Mr. Lefkofsky, providing for the sale of up to 1,600,000 shares of Class A common stock held by Blue Media, LLC and up to 400,000 shares of Class A common stock held by Gray Media, LLC. |
| (2) | This Rule 10b5-1 trading plan provides for sales of up to approximately 94.8% (calculated on a weighted-average basis) of the net number of shares received upon vesting of an aggregate of 158,418 RSUs, after giving effect to the withholding or sale of a portion of such shares to satisfy tax withholding obligations. Accordingly, the aggregate maximum number of shares that may be sold pursuant to this trading arrangement is dependent on the amount of tax withholding required upon the vesting of RSUs, and, therefore, is indeterminable at this time. |
| (3) | This Rule 10b5-1 trading plan provides for sales of up to 100% of the net number of shares received upon vesting of an aggregate of 176,447 RSUs with respect to Mr. Polovin, 161,972 RSUs with respect to Mr. Rogers and 35,013 RSUs with respect to Mr. Bartolucci, after giving effect to the withholding or sale of a portion of such shares to satisfy tax withholding obligations. Accordingly, the aggregate maximum number of shares that may be sold pursuant to this trading arrangement is dependent on the amount of tax withholding required upon the vesting of RSUs, and, therefore, is indeterminable at this time. |
Equity
Award
On August 1, 2024, our board of directors granted 100,000 RSUs pursuant to the 2024 Plan to Ryan Fukushima, our Chief Operating Officer, one fifth of which vest on the first anniversary of June 15, 2024, and 1/20 of which vest quarterly thereafter, provided that Mr. Fukushima remains in continuous service with us through each vesting date. The RSUs to Mr. Fukushima were granted pursuant to the Forms of Restricted Stock Unit Grant Notice and Award Agreement under the 2024 Plan, which are filed as Exhibit 10.4 to this Quarterly Report on Form 10-Q and are incorporated by reference herein.
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