Item 5. Other Information
Item 5. Other Information
Rule 10b5-1 Plan
Since our initial public offering, Darryl Rawlings , our Chief Executive Officer and a member of our board of directors , has maintained a Rule 10b5-1 plan through his wholly owned personal wealth management vehicle as a part of a long-term strategy to reduce a minority of his holdings of our common stock. On May 23, 2023 , Mr. Rawlings terminated the trading plan that he adopted on November 10, 2022 , for an aggregate of 88,000 shares. Such plan was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.
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Item 6. Exhibits
Exhibit Incorporated by Reference Filed/Furnished
Number Exhibit Description Form File No. Exhibit Exhibit Filing Date Herewith
3.1
Amended and Restated Certificate of Incorporation of Trupanion, Inc.
8-K 001-36537 3.1 6/12/2023
3.2
Amended and Restated Bylaws of Trupanion, Inc.
8-K 001-36537 3.2 6/12/2023
10.1+
Compensation Program for Non-Employee Directors of Trupanion, Inc., as amended on April 21, 2023.
X
10.2+
Trupanion, Inc. Severance and Change in Control Plan, effective July 28, 2023.
X
31.1
Certification of Principal Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
31.2
Certification of Principal Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
32.1*
Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
32.2*
Certification of Interim Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
101.INS XBRL Instance Document - the instance does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document X
101.SCH Inline XBRL Taxonomy Extension Schema Document. X
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. X
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. X
101.LAB Inline XBRL Taxonomy Extension Labels Linkbase Document. X
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. X
104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) X
+ Indicates a management contract or compensatory plan or arrangement.
* This certification is deemed not filed for purpose of Section 18 of the Exchange Act or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Quarterly Report on Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized.
TRUPANION, INC.
Date: August 4, 2023 /s/ Darryl Rawlings
Darryl Rawlings
Chief Executive Officer
(Principal Executive Officer)
Date: August 4, 2023 /s/ Wei Li
Wei Li
Interim Chief Financial Officer
(Principal Financial and Accounting Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.