SEC Form 4
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*
Zage George Raymond III

(Last) (First) (Middle)
C/O GRINDR INC.
750 N. SAN VICENTE BLVD. STE RE1400

(Street)
WEST HOLLYWOOD CA 90069

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Grindr Inc. [ GRND ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/15/2023
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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, par value $0.0001 per share 09/15/2023 S 663,480 D $0.63 72,278,806 I By Tiga SVH Investments Ltd.(1)
Common Stock, par value $0.0001 per share 5,560,000 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 (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
Guaranteed Exchangeable Note (Initial Issue)(2) $7.51(3) 09/15/2023 P $1,474,031.76 (4) 03/30/2024(5) Common Stock 196,276 $1,474,031.76 $1,474,031.76 I By LLC(6)
Guaranteed Exchangeable Note (Second Issue)(2) $6.69(7) 09/15/2023 P $1,526,169.16 (4) 03/30/2024(5) Common Stock 228,127 $1,526,169.16 $1,526,169.16 I By LLC(6)
Guaranteed Exchangeable Note (Third Issue)(2) $6.46(8) 09/15/2023 P $813,407.07 (4) 03/30/2024(5) Common Stock 125,914 $813,407.07 $813,407.07 I By LLC(6)
Warrants (right to buy) $11.5 09/15/2023 S 1,800,320 09/15/2023 11/18/2027 Common Stock 1,800,320 $0.8 703,442 I By Tiga SVH Investments Ltd.(1)
Explanation of Responses:
1. Tiga SVH Investments Ltd. is 100% owned by Tiga Investments Pte. Ltd., which is 100% owned by the Reporting Person.
2. These Guaranteed Exchangeable Notes (each, a "Note" and, collectively, the "Notes") are issued by Longview Grindr Holdings Limited under the terms and conditions of that certain Exchangeable Note Instrument, dated September 15, 2023.
3. The conversion price was determined by multiplying the volume weighted average price of the Issuer's Common Stock for the last five consecutive trading days (the "Spot VWAP") as of March 30, 2023, which was $6.26, by 120%. If at any time the Spot VWAP is less than or equal to 80% of the then effective Spot VWAP for five consecutive trading days, the Spot VWAP for the purposes of determining the conversion price will be automatically adjusted downwards to the Spot VWAP calculated as of the fifth such consecutive trading day.
4. Each note may be converted when the underlying shares of the Issuer's Common Stock may be transferred without restrictions or encumbrances and are freely tradeable.
5. The Note matures on March 30, 2024.
6. The Note is held by Big Timber Holdings, LLC, a Nevis limited liability company ("Big Timber"). The Reporting Person is the Manager and sole member of Big Timber and exercises ultimate voting and investment power over the Note and any shares of the Issuer's Common Stock that may be acquired by Big Timber as a result of conversion of the Notes.
7. The conversion price was determined by multiplying the Spot VWAP as of June 15, 2023, which was $6.08, by 110%. If at any time the Spot VWAP is less than or equal to 80% of the then effective Spot VWAP for five consecutive trading days, the Spot VWAP for the purposes of determining the conversion price will be automatically adjusted downwards to the Spot VWAP calculated as of the fifth such consecutive trading day.
8. The conversion price was determined by multiplying the Spot VWAP as of September 15, 2023, which was $5.87, by 110%. If at any time the Spot VWAP is less than or equal to 80% of the then effective Spot VWAP for five consecutive trading days, the Spot VWAP for the purposes of determining the conversion price will be automatically adjusted downwards to the Spot VWAP calculated as of the fifth such consecutive trading day.
Remarks:
/s/ William Shafton, Attorney-in-fact 09/19/2023
** 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.

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