Explanatory Statement
This Amendment No. 3 to the Schedule 13D filed by the Reporting Persons on November 28, 2022, as amended from time to time (Schedule
13D) relates to the common stock, par value $0.0001 per share (the Common Stock) of Grindr Inc., a Delaware corporation (the Issuer or Grindr). Unless otherwise indicated, each
capitalized term used but not defined in this Amendment shall have the meaning assigned to such term in the Schedule 13D.
Item 5. Interest in
Securities of the Issuer
Item 5 of the Schedule 13D is hereby amended and restated as follows:
The information contained in rows 7, 8, 9, 10, 11 and 13 on the cover page of this Schedule 13D and the information set forth or incorporated in Items 2, 3 and
6 of this Schedule 13D is hereby incorporated by reference in its entirety into this Item 5.
Information required by Instruction C of Schedule 13D with
respect to the directors, executive officers, or persons holding equivalent positions of the Reporting Persons, is set forth on Annex A attached hereto.
(a) Longview Capital SVH LLC (Longview SVH), Longview Capital Holdings LLC (Longview), and Longview Grindr Holdings
Limited (Longview Grindr) beneficially own an aggregate of 33,917,602 shares of the Issuers Common Stock and Mr. Lu beneficially owns an aggregate of 33,926,125 shares of the Issuers Common Stock, in each case
which in aggregate represents approximately 19.1% of the Issuers issued and outstanding Common Stock, based on 177,950,704 shares of the Issuers Common Stock, consisting of i) 176,612,391 shares of the Issuers Common Stock
outstanding as of November 5, 2024, as reported on the Issuers Quarterly Report on Form 10-Q, filed November 8, 2024, plus ii) 1,336,124 shares of the Issuers Common Stock issuable to the
Reporting Persons, to the extent the Reporting Persons elect to exercise 1,336,124 warrants to purchase shares of the Issuers common stock held at a $11.50/share exercise price and iii) 2,189 shares of the Issuers Common Stock underlying
restricted stock units held by Mr. Lu that will vest within 60 days of this statement.
Information required by Instruction C of Schedule 13D with
respect to the directors, executive officers, or persons holding equivalent positions of the Reporting Persons, is set forth on Annex A attached hereto.
(b) Reporting Person James Fu Bin Lu, as sole equityholder in Longview, which is the sole equityholder in Longview Grindr, which is the sole equityholder in
Longview SVH, has sole power to vote or direct the vote of (and sole power to dispose or direct the disposition of) 33,926,125 shares of the Issuers common stock held by James Fu Bin Lu, Longview, Longview Grindr and Longview SVH, subject to
the information incorporated by reference into this Item 5.
(c) The following transactions in the shares of Common Stock were effected by the Reporting
Persons since the most recent filing of Schedule 13D (with the reported price per share being a weighted average):
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Reporting Person who Effected
the Transaction |
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Date of
Transaction |
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Nature of
Transaction |
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Amount of Securities |
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Average Price Per Share |
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Where and How the
Transaction was
Effected |
Longview SVH |
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11/12/2024 |
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Sale of Common Stock |
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215,980 |
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$14.7191 |
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Open market sale on NYSE |
Longview SVH |
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11/13/2024 |
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Sale of Common Stock |
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195,600 |
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$14.3894 |
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Open market sale on NYSE |
Longview SVH |
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12/02/2024 |
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Sale of Common Stock |
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683,297 |
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$15.1728 |
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Open market sale on NYSE |
Longview SVH |
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12/03/2024 |
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Sale of Common Stock |
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633,273 |
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$15.3175 |
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Open market sale on NYSE |
Longview SVH |
|
12/04/2024 |
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Sale of Common Stock |
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692,211 |
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$15.3727 |
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Open market sale on NYSE |
Longview SVH |
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12/05/2024 |
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Sale of Common Stock |
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386,922 |
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$15.3201 |
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Open market sale on NYSE |