Other Information
−Removed: (c) During the three months ended March 31, 2024, no director or executive officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulations S-K, except as described in the table below.
−Removed: Trading Arrangement
−Removed: Officer Name Title
−Removed: Date of Adoption/Termination
−Removed: Trading Arrangement End Date
−Removed: Aggregate Number of Securities to be Purchased or Sold
−Removed: Bruce Hansen Director 3/12/2024 Yes
−Removed: 3/06/2025 34,045
−Removed: upon vesting of RSUs.
−Removed: Alex Kroman Chief Product & Technology Officer 3/12/2024 Yes
−Removed: 3/07/2025 185,875
−Removed: upon vesting of RSUs and performance share awards.
−Removed: Certificate of Designations of the Series A Junior Participating Preferred Stock of the Company, dated January 22, 2024 (incorporated by reference to Exhibit 3.1 to LivePerson’s Current Report on Form 8-K filed on January 22, 2024)
−Removed: Tax Benefits Preservation Plan, dated as of January 22, 2024, by and between the Company and Equiniti Trust Company, LLC as rights agent (which includes the Form of Rights Certificate as Exhibit B thereto) (incorporated by reference to Exhibit 4.1 to LivePerson’s Current Form 8-K filed on January 22, 2024)
−Removed: Amendment, dated as of February 16, 2024, to the Tax Benefits Preservation Plan, between LivePerson, Inc.
−Removed: and Equiniti Trust Company, LLC (incorporated by reference to Exhibit 4.1 to LivePerson’s Current Form 8-K filed on February 16, 2024)
+Added: (c) During the three months ended June 30, 2024, no director or executive officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulations S-K.
+Added: Indenture, dated as of June 3, 2024, by and among LivePerson, Inc., the subsidiary guarantors party thereto and U.S.
+Added: Bank Trust Company, National Association, as Trustee and as Collateral Agent (incorporated by reference to Exhibit 4.1 to LivePerson’s Current Report on Form 8-K filed on June 4, 2024)
+Added: F orm of Senior Secured Convertible Note due 2029 (included within the Indenture filed as Exhibit 4.1 hereto)
+Added: Warrant to Purchase Common Stock issued by LivePerson, Inc.
+Added: on June 3, 2024 to Lynrock Lake Master Fund LP (incorporated by reference to Exhibit 4.3 to LivePerson’s Current Report on Form 8-K filed on June 4, 2024)
+Added: Warrant issued by LivePerson, Inc.
+Added: on June 3, 2024 to Lynrock Lake Master Fund LP (incorporated by reference to Exhibit 4.4 to LivePerson’s Current Report on Form 8-K filed on June 4, 2024)
+Added: Exchange and Purchase Agreement, dated as of May 13, 2024, by and between LivePerson, Inc.
+Added: and Lynrock Lake Master Fund LP (incorporated by reference to Exhibit 10.1 to LivePerson’s Current Report on Form 8-K filed on May 13, 2024)
+Added: First Amendment to Exchange and Purchase Agreement, dated as of June 3, 2024, by and between LivePerson, Inc.
+Added: and Lynrock Lake Master Fund LP (incorporated by reference to Exhibit 10.1 to LivePerson’s Current Report on Form 8-K filed on June 4, 2024)
Amendment to LivePerson, Inc.
−Removed: 2018 Inducement Plan (as amended through February 9, 2022) (incorporated by reference to Exhibit 99.2 to LivePerson’s Registration Statement on Form S-8 filed on March, 8, 2024 )
−Removed: Separation and Release of Claims Agreement, dated January 3 1, 2024, between LivePerson, Inc.
−Removed: and Robert LoCascio (inc orporated by reference to Exhibit 10.29 to LivePerson ’ s Form 10-K/A filed on April 29, 2024)
+Added: 2018 Inducement Plan (dated as of May 17, 2024) (incorporated by reference to Exhibit 99.3 to LivePerson’s Registration Statement on Form S-8 filed on June 20, 2024)
* Certification by principal executive officer pursuant to Exchange Act Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
15 unchanged sentences
LIVEPERSON, INC.
−Removed: May 10, 2024 By:
+Added: August 6, 2024 By:
/s/ JOHN SABINO
1 unchanged sentence
( Principal Executive Officer )
+Added: August 6, 2024 By:
+Added: /s/ JOHN COLLINS
+Added: Chief Financial Officer and Chief Operating Officer
+Added: ( Principal Financial Officer )
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.