Opendoor Technologies Inc
For the period ended Sep 30, 2024. Filed Nov 7, 2024.
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Sep 30, 2024 · Filed Nov 7, 2024
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Item 5. Other Information
(a) On November 6, 2024, Megan Meyer Toolson notified the Company’s Chief Executive Officer of her resignation as the Company’s President, Sell Direct and Services, effective December 2, 2024. Following her resignation, the Company expects that Ms. Meyer Toolson will remain as an advisor through January 31, 2025, and will continue to be compensated on the same terms during such period.
(b) None.
(c) Securities Trading Arrangements of Directors and Executive Officers
Rule 10b5-1 Trading Plans
The following table describes contracts, instructions or written plans for the sale or purchase of our securities that were intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement” by our directors or executive officers during the three-month period ended September 30, 2024.
| Trading Arrangement | |||||
|---|---|---|---|---|---|
| Action · Date · Rule 10b5-1 (1) · Non-Rule 10b5-1 (2) · Maximum Shares to be Sold · Expiration Date | |||||
| Megan Meyer Toolson (President, Sell Direct & Services) | Adopt | 9/9/2024 | X | 380,000 | 11/25/2025 |
| Sydney Schaub (Chief Legal Officer) | Adopt | 9/3/2024 | X | 1,194,668(3) | 12/15/2025 |
| Christina Schwartz (Chief Accounting Officer and former interim Chief Financial Officer) | Adopt | 8/18/2024 | X | 414,489(4) | 10/31/2025 |
(1)Intended to satisfy the affirmative defense of Rule 10b5-1(c)
(2)Not intended to satisfy the affirmative defense of Rule 10b5-1(c)
(3)At the time of adoption, the maximum number of shares that could be sold was unknown. The Rule 10b5-1 trading arrangement contemplated, as of the adoption date, the sale of up to 393,260 shares of common stock; however, 373,382 of such shares may be sold pursuant to a prior Rule 10b5-1 trading arrangement that will expire prior to the commencement of sales under the plan adopted on September 3, 2024. The Rule 10b5-1 trading arrangement also contemplated, as of the adoption date, the sale of up to 801,408 shares of common stock subject to RSUs previously granted to Ms. Schaub that will vest or vested at various dates between September 15, 2024 and October 15, 2025, as well as an unknown number of shares to be purchased in the future pursuant to the Company’s Employee Stock Purchase Plan. The aggregate number of Ms. Schaub’s RSU shares that will be available for sale under the Plan is not yet determinable because the shares available will be net of shares sold to satisfy tax withholding obligations that arise in connection with the vesting and settlement of such RSU awards.
(4)At the time of adoption, the maximum number of shares that could be sold was unknown. The trading arrangement contemplated, as of the adoption date, the sale of up to 414,489 shares of common stock. This number included up to 116,841 shares of common stock subject to RSUs previously granted to Ms. Schwartz that vested or will vest at various dates between September 15, 2024 and October 15, 2025. The aggregate number of Ms. Schwartz’s RSU shares that will be available for sale under the Plan is not yet determinable because the shares available will be net of shares sold to satisfy tax withholding obligations that arise in connection with the vesting and settlement of such RSU awards. As such, for purposes of this disclosure, the shares included in this table reflect the shares held by Ms. Schwartz plus the aggregate maximum number of shares underlying Ms. Schwartz’s RSUs without excluding the shares that will be sold to satisfy the tax withholding obligations.
Rule 10b5-1 Sell to Cover Instruction Letter
On August 13, 2024, Ms. Megan Meyer Toolson, Ms. Sydney Schaub and Ms. Christina Schwartz each entered into a 10b5-1 Instruction Letter (the “Instructions”) with respect to all RSUs granted or to be granted to each of them under the Company’s equity plans or any successor plans, in order to instruct the broker(s) chosen by the Company to sell shares of common stock in order to satisfy any tax withholding obligations that arise in connection with the vesting and settlement of such RSU awards. The Instructions are intended to satisfy the affirmative defense of Rule 10b5-1(c). The aggregate number of shares to be sold under the Instructions is not determinable and there is no set expiration date for the Instructions.
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