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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class B Common Stock | (1) | 08/27/2024 | C | 1,530,000 | (1) | (1) | Class A Common Stock | 1,530,000 | $ 0 | 23,554,801 | D | ||||
| Class B Common Stock | (2) | (2) | (2) | Class A Common Stock | 1,535,105 | 1,535,105 | I | See footnote (3) | |||||||
| Class B Common Stock | (2) | (2) | (2) | Class A Common Stock | 456,839 | 456,839 | I | See footnote (4) | |||||||
| Class B Common Stock | (2) | (2) | (2) | Class A Common Stock | 456,839 | 456,839 | I | See footnote (5) | |||||||
| Class B Common Stock | (2) | (2) | (2) | Class A Common Stock | 627,745 | 627,745 | I | See footnote (6) | |||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Ashish Arora C/O CRICUT, INC. 10855 SOUTH RIVER FRONT PARKWAY SOUTH JORDAN, UT 84095 |
X | X | Chief Executive Officer | |
| /s/ Don Olsen, by power of attorney | 08/27/2024 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder and has no expiration date. The conversion transactions reported herein are exempt from Section 16(b) of the Securities Exchange Act of 1934 (the "Act") pursuant to Rule 16b-6(b) promulgated under the Act. Such conversion transactions are being effected in connection with a Rule 10b5-1 trading plan that the reporting person has entered into that is currently subject to a cooling-off period. |
| (2) | Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder and has no expiration date. The conversion transactions reported herein are exempt from Section 16(b) of the Securities Exchange Act of 1934 (the "Act") pursuant to Rule 16b-6(b) promulgated under the Act. |
| (3) | The shares are held by the Rushil Arora Trust dated January 20, 2021 for which the reporting person and his spouse serve as trustees. |
| (4) | The shares are held by the Ashish Chandra Arora 2021 GRAT dated January 20, 2021 for which the reporting person serves as trustee. |
| (5) | The shares are held by the Mridu Vashist Arora 2021 GRAT dated January 20, 2021 for which the reporting person's spouse serves as trustee. |
| (6) | The shares are held by the Arora Trust dated February 14, 2012 for which the reporting person and his spouse serve as trustees. |