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Filing Details

Accession Number:: 0001104659-24-100334
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2024-09-16 20:59:14
Reporting Period:: 2024-09-13

Accepted Time:: 2024-09-16 20:59:14
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1820566	Inspirato Inc	ISPO	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1487654	Payam Zamani	C/O Inspirato Incorporated 1544 Wazee Street Denver CO 80202	Chief Executive Officer	Yes	Yes	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Acquisiton	2024-09-13	1,580,180	$5,420,020.00	2,795,451	No	4	P	Indirect	See footnotes (1) and (2) below.

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	See footnotes (1) and (2) below.

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	WARRANT (RIGHT TO BUY)	Acquisiton	2024-09-13	2,915,451	$0.00	2,915,451	$3.43

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
2,915,451	2024-09-13		No	4	P	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class A Common Stock	1,000,000	Direct

Footnotes

On August 12, 2024, Inspirato Incorporated (the "Company") entered into an investment agreement with One Planet Group LLC relating to the issuance and sale to One Planet Group LLC of (i) 1,335,271 shares (the "Tranche 1 Shares") of Class A common stock of the Company ("Class A Common Stock") for an aggregate purchase price of $4,579,980 (such transaction, the "Tranche 1 Purchase") and (ii) 1,580,180 shares of Class A Common Stock (the "Tranche 2 Shares") for an aggregate purchase price of $5,420,020 and an accompanying warrant (the "Warrant") to purchase up to 2,915,451 shares of Class A Common Stock (the "Warrant Shares") (such transaction, the "Tranche 2 Purchase").
The Tranche 1 Purchase was consummated on August 13, 2024, and following certain related transfers of Tranche 1 Shares, 915,271 shares of Class A Common Stock were deemed to be directly beneficially owned by One Planet Group LLC and indirectly beneficially owned by Mr. Payam Zamani, while 300,000 shares of Class A Common Stock were deemed to be indirectly beneficially owned by both One Planet Group LLC and Mr. Zamani. The Tranche 2 Purchase was consummated on September 13, 2024. Following the Tranche 2 Purchase, as described above, a total of (x) 2,495,451 shares of Class A Common Stock and (y) a warrant to purchase up to 2,915,451 shares of Class A Common Stock may be deemed to be directly beneficially owned by One Planet Group LLC and indirectly beneficially owned by Mr. Zamani, while 300,000 shares of Class A Common Stock may be deemed to be indirectly beneficially owned by both One Planet Group LLC and Mr. Zamani.
The later of (i) September 13, 2029 or (ii) in the case of a Fundamental Change (as defined in the Warrant) which is publicly announced before September 13, 2029 but which closes after September 13, 2029, the closing date of such Fundamental Change.
There was no separate consideration for the Tranche 2 Shares and the Warrant Shares; the Tranche 2 Purchase was considered a single transaction for an aggregate purchase price of $5,420,020.