TVGN · Tevogen Inc. · Insider Trading

Represents a grant of restricted stock under the Tevogen Bio Holdings Inc. 2024 Omnibus Incentive Plan, which vests in three equal installments upon the earlier of each of (i) the first anniversary of the grant date and the Issuer having aggregate revenue of $50 million since the grant date, (ii) the second anniversary of the grant date and the Issuer having aggregate revenue of $100 million since the grant date, and (ii) the third anniversary of the grant date and the Issuer having aggregate revenue of $150 million since the grant date, provided that the reporting person remains in service with the Issuer on the applicable vesting date.

Represents a grant of restricted stock under the Tevogen Bio Holdings Inc. 2024 Omnibus Incentive Plan, which vests in three equal installments upon the earlier of each of (i) the first anniversary of the grant date and the Issuer having aggregate revenue of $50 million since the grant date, (ii) the second anniversary of the grant date and the Issuer having aggregate revenue of $100 million since the grant date, and (ii) the third anniversary of the grant date and the Issuer having aggregate revenue of $150 million since the grant date, provided that the reporting person remains in service with the Issuer on the applicable vesting date.

Represents a grant of restricted stock under the Tevogen Bio Holdings Inc. 2024 Omnibus Incentive Plan, which vests in three equal installments upon the earlier of each of (i) the first anniversary of the grant date and the Issuer having aggregate revenue of $50 million since the grant date, (ii) the second anniversary of the grant date and the Issuer having aggregate revenue of $100 million since the grant date, and (ii) the third anniversary of the grant date and the Issuer having aggregate revenue of $150 million since the grant date, provided that the reporting person remains in service with the Issuer on the applicable vesting date.

Represents a grant of restricted stock under the Tevogen Bio Holdings Inc. 2024 Omnibus Incentive Plan, which vests in three equal installments upon the earlier of each of (i) the first anniversary of the grant date and the Issuer having aggregate revenue of $50 million since the grant date, (ii) the second anniversary of the grant date and the Issuer having aggregate revenue of $100 million since the grant date, and (ii) the third anniversary of the grant date and the Issuer having aggregate revenue of $150 million since the grant date, provided that the reporting person remains in service with the Issuer on the applicable vesting date.

Represents a grant of restricted stock under the Tevogen Bio Holdings Inc. 2024 Omnibus Incentive Plan, which vests in three equal installments upon the earlier of each of (i) the first anniversary of the grant date and the Issuer having aggregate revenue of $50 million since the grant date, (ii) the second anniversary of the grant date and the Issuer having aggregate revenue of $100 million since the grant date, and (ii) the third anniversary of the grant date and the Issuer having aggregate revenue of $150 million since the grant date, provided that the reporting person remains in service with the Issuer on the applicable vesting date.

Represents a grant of restricted stock under the Tevogen Bio Holdings Inc. 2024 Omnibus Incentive Plan, which will vest ratably in four equal annual installments commencing on July 10, 2033, provided that the reporting person remains in service with the Issuer at such dates.

Represents a grant of restricted stock under the Tevogen Bio Holdings Inc. 2024 Omnibus Incentive Plan, which vests in three equal installments upon the earlier of each of (i) the first anniversary of the grant date and the Issuer having aggregate revenue of $50 million since the grant date, (ii) the second anniversary of the grant date and the Issuer having aggregate revenue of $100 million since the grant date, and (ii) the third anniversary of the grant date and the Issuer having aggregate revenue of $150 million since the grant date, provided that the reporting person remains in service with the Issuer on the applicable vesting date.

The sales reported on this Form 4 were made solely to satisfy the payment of tax obligations relating to the vesting and subsequent settlement of restricted stock units. Such sales were not made at the discretion of the reporting person.

The price reported in Column 4 is a weighted average price. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (3) and (4) to this Form 4.

These shares were sold in multiple transactions at prices ranging from $6.39 to $6.74, inclusive.

The sales reported on this Form 4 were made solely to satisfy the payment of tax obligations relating to the vesting and subsequent settlement of restricted stock units. Such sales were not made at the discretion of the reporting person.

The price reported in Column 4 is a weighted average price. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (3) and (4) to this Form 4.

These shares were sold in multiple transactions at prices ranging from $7.25 to $7.33, inclusive.

The sales reported on this Form 4 were made solely to satisfy the payment of tax obligations relating to the vesting and subsequent settlement of restricted stock units. Such sales were not made at the discretion of the reporting person.

Represents a gift of 50,000 shares of common stock to Mount Bethel Volunteer Fire Company 1, which is a charitable entity.

Represents a gift of 230,000 shares of common stock to each of Shrimad Rajchandra Love and Care USA, Inc. and Warren Township Honorary P.B.A., Inc., which are charitable entities.

Represents a gift of 100,000 shares of common stock to Shrimad Rajchandra Love and Care USA, Inc. and 200,000 shares of common stock to Shrimad Rajchandra Mission Dharampur (USA), Inc., which are charitable entities.

Represents a gift of 10,000 shares of common stock to each of Opportunity Project, Inc. and Warren Township Honorary P.B.A., Inc., which are charitable entities.

Represents a grant of restricted stock under the Tevogen Bio Holdings Inc. 2024 Omnibus Incentive Plan, which will vest ratably in four equal annual installments commencing on June 27, 2032, provided that the reporting person remains in service with the Issuer at such dates.

Represents a grant of restricted stock under the Tevogen Bio Holdings Inc. 2024 Omnibus Incentive Plan, which will vest ratably in three equal annual installments commencing on June 27, 2030, provided that the reporting person remains in service with the Issuer at such dates.

Represents a grant of restricted stock under the Tevogen Bio Holdings Inc. 2024 Omnibus Incentive Plan, which will vest ratably in three equal annual installments commencing on June 27, 2030, provided that the reporting person remains in service with the Issuer at such dates.

Represents a grant of restricted stock under the Tevogen Bio Holdings Inc. 2024 Omnibus Incentive Plan, which will vest ratably in three equal annual installments commencing on June 27, 2030, provided that the reporting person remains in service with the Issuer at such dates.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.10 to $1.425, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

The sales reported on this Form 4 were made solely to satisfy the payment of tax obligations relating to the vesting and subsequent settlement of restricted stock units. Such sales were not made at the discretion of the reporting person.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.05 to $1.12, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

The sales reported on this Form 4 were made solely to satisfy the payment of tax obligations relating to the vesting and subsequent settlement of restricted stock units. Such sales were not made at the discretion of the Reporting Person.

The price reported in Column 4 is a weighted average price. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (3) through (5) to this Form 4.

These shares were sold in multiple transactions at prices ranging from $1.02 to $1.085, inclusive.

The sales reported on this Form 4 were made solely to satisfy the payment of tax obligations relating to the vesting and subsequent settlement of restricted stock units. Such sales were not made at the discretion of the Reporting Person.

The price reported in Column 4 is a weighted average price. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (3) through (5) to this Form 4.

These shares were sold in multiple transactions at prices ranging from $1.05 to $1.14, inclusive.

The sales reported on this Form 4 were made solely to satisfy the payment of tax obligations relating to the vesting and subsequent settlement of restricted stock units. Such sales were not made at the discretion of the Reporting Person.

The price reported in Column 4 is a weighted average price. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (3) through (5) to this Form 4.

These shares were sold in multiple transactions at prices ranging from $1.065 to $1.185, inclusive.

The sales reported on this Form 4 were made solely to satisfy the payment of tax obligations relating to the vesting and subsequent settlement of restricted stock units. Such sales were not made at the discretion of the Reporting Person.

The price reported in Column 4 is a weighted average price. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (3) through (5) to this Form 4.

These shares were sold in multiple transactions at prices ranging from $1.06 to $1.19, inclusive.

The sales reported on this Form 4 were made solely to satisfy the payment of tax obligations relating to the vesting and subsequent settlement of restricted stock units. Such sales were not made at the discretion of the Reporting Person.

The price reported in Column 4 is a weighted average price. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (3) through (5) to this Form 4.

These shares were sold in multiple transactions at prices ranging from $1.16 to $1.29, inclusive.

The sales reported on this Form 4 were made solely to satisfy the payment of tax obligations relating to the vesting and subsequent settlement of restricted stock units. Such sales were not made at the discretion of the Reporting Person.

The price reported in Column 4 is a weighted average price. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (3) through (5) to this Form 4.

These shares were sold in multiple transactions at prices ranging from $1.27 to $1.32, inclusive.

Represents a grant of restricted stock units ("RSUs") under the Tevogen Bio Holdings Inc. 2024 Omnibus Incentive Plan.

The RSUs, which were granted in recognition of the reporting person's past service on the Issuer's Board of Directors, vested in full immediately upon grant.

Represents a grant of restricted stock units ("RSUs") under the Tevogen Bio Holdings Inc. 2024 Omnibus Incentive Plan, which will vest ratably in four equal annual installments beginning on January 1, 2025, provided that the reporting person remains in service with the Issuer at such dates. Each RSU represents a contingent right to receive one share of the Issuer's common stock.

Represents a grant of restricted stock units ("RSUs") under the Tevogen Bio Holdings Inc. 2024 Omnibus Incentive Plan, which will vest ratably in four equal annual installments beginning on January 1, 2025, provided that the reporting person remains in service with the Issuer at such dates. Each RSU represents a contingent right to receive one share of the Issuer's common stock.

The RSUs will vest ratably in four equal annual installments beginning on January 1, 2025 provided that the reporting person remains in service with the Issuer at such dates. Each RSU represents a contingent right to receive one share of the Issuer's common stock.

Represents a grant of restricted stock units ("RSUs") under the Tevogen Bio Holdings Inc. 2024 Omnibus Incentive Plan, which will vest ratably in four equal annual installments beginning on January 1, 2025, provided that the reporting person remains in service with the Issuer at such dates. Each RSU represents a contingent right to receive one share of the Issuer's common stock.

Represents a grant of restricted stock units ("RSUs") under the Tevogen Bio Holdings Inc. 2024 Omnibus Incentive Plan, which will vest ratably in four equal annual installments beginning on January 1, 2025, provided that the reporting person remains in service with the Issuer at such dates. Each RSU represents a contingent right to receive one share of the Issuer's common stock.

The sales reported on this Form 4 were made solely to satisfy the payment of tax obligations relating to the vesting and subsequent settlement on the transaction date of restricted stock units. Such sales were not made at the discretion of the Reporting Person.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.50 to $1.74, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

The price reported in Column 4 represents a weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.7635 to $0.7671, inclusive. The reporting person undertakes to provide to Tevogen Bio Holdings Inc., any security holder of Tevogen Bio Holdings Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the range set forth in this footnote.

On February 14, 2024 (the "Effective Date"), pursuant to that certain Agreement and Plan of Merger, dated as of June 28, 2023, by and among the Issuer, Semper Merger Sub, Inc., and Tevogen Bio Inc ("Tevogen"), each restricted stock unit ("RSU") with respect to shares of Tevogen common stock (each a "Tevogen RSU") that was then unvested was automatically canceled and converted into an award under the Tevogen Bio Holdings Inc. 2024 Omnibus Incentive Plan with respect to a number of RSUs to be settled in the common stock of the Issuer equal to the product, rounded up to the nearest whole number, of (i) the number of shares of Tevogen common stock subject to the Tevogen RSU as of immediately prior to the Effective Time, multiplied by (ii) approximately 4.8481.

On February 14, 2024, pursuant to that certain Agreement and Plan of Merger, dated as of June 28, 2023, by and among the Issuer, Semper Merger Sub, Inc., and Tevogen Bio Inc ("Tevogen"), each issued and outstanding share of common stock of Tevogen was automatically cancelled and converted into approximately 4.8481 shares of the common stock of the Issuer.

On the Effective Date, each RSU with respect to shares of Tevogen common stock (each a "Tevogen RSU") that was then unvested was automatically canceled and converted into an award under the Tevogen Bio Holdings Inc. 2024 Omnibus Incentive Plan with respect to a number of RSUs to be settled in the common stock of the Issuer equal to the product, rounded up to the nearest whole number, of (i) the number of shares of Tevogen common stock subject to the Tevogen RSU as of immediately prior to the Effective Time, multiplied by (ii) the Exchange Ratio.

On February 14, 2024, pursuant to that certain Agreement and Plan of Merger, dated as of June 28, 2023, by and among the Issuer, Semper Merger Sub, Inc., and Tevogen Bio Inc ("Tevogen"), each issued and outstanding share of common stock of Tevogen was automatically cancelled and converted into approximately 4.8481 shares of the common stock of the Issuer.

On February 14, 2024 (the "Effective Date"), pursuant to that certain Agreement and Plan of Merger, dated as of June 28, 2023, by and among the Issuer, Semper Merger Sub, Inc., and Tevogen Bio Inc ("Tevogen"), each issued and outstanding share of common stock of Tevogen ("Tevogen common stock") was automatically cancelled and converted into approximately 4.8481 (the "Exchange Ratio") shares of the common stock of the Issuer.

On February 14, 2024 (the "Effective Date"), pursuant to that certain Agreement and Plan of Merger, dated as of June 28, 2023, by and among the Issuer, Semper Merger Sub, Inc., and Tevogen Bio Inc ("Tevogen"), each restricted stock unit ("RSU") with respect to shares of Tevogen common stock (each a "Tevogen RSU") that was then unvested was automatically canceled and converted into an award under the Tevogen Bio Holdings Inc. 2024 Omnibus Incentive Plan with respect to a number of RSUs to be settled in the common stock of the Issuer equal to the product, rounded up to the nearest whole number, of (i) the number of shares of Tevogen common stock subject to the Tevogen RSU as of immediately prior to the Effective Time, multiplied by (ii) approximately 4.8481.

On February 14, 2024 (the "Effective Date"), pursuant to that certain Agreement and Plan of Merger, dated as of June 28, 2023, by and among the Issuer, Semper Merger Sub, Inc., and Tevogen Bio Inc ("Tevogen"), each restricted stock unit ("RSU") with respect to shares of Tevogen common stock (each a "Tevogen RSU") that was then unvested was automatically canceled and converted into an award under the Tevogen Bio Holdings Inc. 2024 Omnibus Incentive Plan with respect to a number of RSUs to be settled in the common stock of the Issuer equal to the product, rounded up to the nearest whole number, of (i) the number of shares of Tevogen common stock subject to the Tevogen RSU as of immediately prior to the Effective Time, multiplied by (ii) approximately 4.8481.

On February 14, 2024, pursuant to that certain Agreement and Plan of Merger, dated as of June 28, 2023, by and among the Issuer, Semper Merger Sub, Inc., and Tevogen Bio Inc ("Tevogen"), each issued and outstanding share of common stock of Tevogen was automatically cancelled and converted into approximately 4.8481 shares of the common stock of the Issuer.

On February 14, 2024, pursuant to that certain Agreement and Plan of Merger, dated as of June 28, 2023, by and among the Issuer, Semper Merger Sub, Inc., and Tevogen Bio Inc ("Tevogen"), each issued and outstanding share of common stock of Tevogen was automatically cancelled and converted into approximately 4.8481 shares of the common stock of the Issuer.

On February 14, 2024, pursuant to that certain Agreement and Plan of Merger, dated as of June 28, 2023, by and among the Issuer, Semper Merger Sub, Inc., and Tevogen Bio Inc ("Tevogen"), each issued and outstanding share of common stock of Tevogen was automatically cancelled and converted into approximately 4.8481 shares of the common stock of the Issuer.

Represents an award of restricted stock units ("RSUs") on the Effective Date, which vested immediately upon grant into shares of restricted stock.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.68 to $10.86, inclusive. The reporting persons undertake to provide the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

Held directly by Corbin Opportunity Fund, L.P., a Delaware limited partnership ("COF"). Corbin Capital Partners, L.P., a Delaware limited partnership ("CCP") is the investment advisor to COF and may be deemed to have beneficial ownership over the Class A Ordinary Shares held by COF. Corbin Capital Partners GP, LLC, a Delaware limited liability company ("Corbin GP") is the general partner of CCP and may be deemed to share beneficial ownership over the Class A Ordinary Shares held by COF over which CCP shares beneficial ownership. CCP and Corbin GP disclaim beneficial ownership of these Class A Ordinary Shares except to the extent of their pecuniary interest therein.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.68 to $10.86, inclusive. The reporting persons undertake to provide the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

Held by Corbin ERISA Opportunity Fund, Ltd., a Cayman Islands exempted company ("CEOF"). CCP is the investment advisor to CEOF and may be deemed to have beneficial ownership over the Class A Ordinary Shares held by CEOF. Corbin GP is the general partner of CCP and may be deemed to share beneficial ownership over the Class A Ordinary Shares held by CEOF over which CCP shares beneficial ownership. CCP and Corbin GP disclaim beneficial ownership of these Class A Ordinary Shares except to the extent of their pecuniary interest therein.

On June 7, 2023, the Reporting Person sold (i) 7,988,889 Class A ordinary shares ("Class A Shares"), par value $0.0001, of Semper Paratus Acquisition Corporation (the "Issuer") and (ii) 1,000,000 units ("Private Placement Units") of the Issuer for an aggregate purchase price of $1.00. Each Private Placement Unit consists of one Class A Share and one-half of one redeemable warrant, as described under the heading "Description of Securities - Units " in the Issuer's registration statement on Form S-1 (File No. 333-260113).

This Amendment is being filed to correct the original Form 4 filed on June 12, 2023. This amendment does not otherwise modify the transaction details that were previously reported. The original Form 4 filed on June 12, 2023 incorrectly listed the 7,988,880 Class A ordinary shares as Class B ordinary shares in Table II.

SSVK Associates, LLC the sponsor of the Issuer (the "Sponsor"), purchased all its interests in the Issuer, including certain other rights and obligations in accordance with the terms of the Purchase Agreement for an aggregate purchase price of $1 (one dollar) due on the date on which a business combination is completed.

Pursuant to the terms of that certain purchase agreement, dated as of May 4, 2023, entered into by and among, Reporting Person, the Issuer and other certain securityholders (the "Purchase Agreement"), pursuant to which the Class A ordinary shares and warrants were acquired by the Reporting Person, Tables I and II have been updated by deleting the line corresponding to the 7,988,889 shares in Table II and adding the line to Table I to reflect that the Reporting Person beneficially owns (i) 8,988,889 Class A ordinary shares, 1,000,000 of which are underlying the Private Placement Units, and (ii) warrants underlying the Private Placement Units to purchase 500,000 Class A ordinary shares.

The securities are held directly by the Sponsor. Surendra Ajjarapu, the Issuer's Chairman and Chief Executive Officer is the manager of the Sponsor. Mr. Ajjarapu may be deemed to beneficially own the securities held by the Sponsor by virtue of his control over the Sponsor. Mr. Ajjarapu disclaims beneficial ownership of the securities held by the Sponsor, except to the extent of his respective pecuniary interest.