Kabbage - Interim Order for NOL Motion Revised
- Date
- 2022-10-06
Summary
Exhibit 4 to Doc 71-4, filed October 6, 2022 in the jointly administered Chapter 11 cases of Kabbage, Inc. d/b/a KServicing, et al., Case No. 22-10951 (CTG), in the U.S. Bankruptcy Court for the District of Delaware. It is a blank form Notice of Intent to Sell, Trade, or Otherwise Transfer Common Stock, to be used under an Interim Order establishing notification procedures and restrictions on transfers of interests in the Debtors. The form asks the filer to report the number of shares of Common Stock and Options involved in a Proposed Transfer, the dates of the transfer, and its beneficial ownership after the transfer. A further table covers transfers affecting a Substantial Stockholder. The four-page form closes with a declaration under penalty of perjury and a signature block.
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Case 22-10951-CTG Doc 71-4 Filed 10/06/22 Page 1 of 4
Exhibit 4
Notice of Intent to Sell, Trade, or Otherwise Transfer Common Stock
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Case 22-10951-CTG Doc 71-4 Filed 10/06/22 Page 2 of 4
UNITED STATES BANKRUPTCY COURT
DISTRICT OF DELAWARE
------------------------------------------------------------ x
In re : Chapter 11
:
KABBAGE, INC. d/b/a KSERVICING, et al., : Case No. 22-10951 (CTG)
:
:
Debtors.1 : (Jointly Administered)
------------------------------------------------------------ x
NOTICE OF INTENT TO SELL, TRADE,
OR OTHERWISE TRANSFER COMMON STOCK
PLEASE TAKE NOTICE that, pursuant to that certain Interim Order
Establishing Notification Procedures and Approving Restrictions on Certain Transfers of Interests
in the Debtors of the United States Bankruptcy Court for the District of Delaware, dated
[________], 2022, Docket No. [__] (with all exhibits thereto, the “Interim Order”), [Name of
Filer] (the “Filer”) hereby provides notice of (i) its intention to sell, trade, or otherwise transfer or
dispose of beneficial ownership (including directly and indirectly) of one or more shares of
Common Stock2 and/or Options to acquire beneficial ownership of Common Stock and/or (ii) a
proposed sale, transfer, or disposition in the beneficial ownership of Common Stock and/or
Options to acquire beneficial ownership of Common Stock that would result in a decrease in the
number of shares of Common Stock and/or the number of shares of Common Stock underlying
Options to acquire Common Stock that are beneficially owned by the Filer (any proposed
transaction described in clauses (i) or (ii), a “Proposed Transfer”).
PLEASE TAKE FURTHER NOTICE that the following table sets forth
the following information:
1. If the Proposed Transfer involves the sale, transfer, or disposition by the Filer
of beneficial ownership of Common Stock and/or Options to acquire beneficial ownership of
Common Stock, the table sets forth (a) the number of shares of Common Stock and/or the number
of shares of Common Stock underlying Options proposed to be sold, transferred, or disposed of
and (b) the date(s) of such Proposed Transfer (categorized by class, as applicable).
2. If the Proposed Transfer involves the sale, transfer or disposition in the
beneficial ownership of Common Stock and/or Options to acquire beneficial ownership of
1
The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification
number, as applicable are: Kabbage, Inc. d/b/a KServicing (3937); Kabbage Canada Holdings, LLC (N/A); Kabbage
Asset Securitization LLC (N/A); Kabbage Asset Funding 2017-A LLC (4803); Kabbage Asset Funding 2019-A LLC
(8973); and Kabbage Diameter, LLC (N/A). Kabbage is a trademark of American Express used under license;
Kabbage, Inc. d/b/a KServicing is not affiliated with American Express. The Debtors’ mailing and service address is
925B Peachtree Street NE, Suite 383, Atlanta, GA 30309.
2
Capitalized terms used, but not defined, herein, and the term “beneficial ownership” (and derivatives thereof), shall
have the meanings ascribed to them in Exhibit 1 to the Interim Order.
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Case 22-10951-CTG Doc 71-4 Filed 10/06/22 Page 3 of 4
Common Stock by a person or Entity other than the Filer, but the Proposed Transfer nonetheless
would decrease the number of shares of Common Stock and/or the number of shares of Common
Stock underlying Options that are beneficially owned by the Filer, the table sets forth (a) the
name(s) of each such person or Entity that proposes to sell, transfer, or dispose of such Common
Stock and/or Options; (b) the number of shares of Common Stock and/or the number of shares of
Common Stock underlying Options proposed to be so sold, transferred, or disposed of (directly or
indirectly); and (c) the date(s) of such Proposed Transfer (categorized by class, as applicable).
Class Name of Shares to Be Sold, Shares Underlying Date(s) of
Transferor Transferred, or Options to Be Sold, Proposed
Disposed Of (Directly Transferred, or Transfer
or Indirectly) Disposed Of (Directly
or Indirectly)
Common
Stock
(Attach additional page if necessary.)
PLEASE TAKE FURTHER NOTICE that the following table
summarizes the Filer’s beneficial ownership of Common Stock and/or Options to acquire
beneficial ownership of Common Stock assuming that the Proposed Transfer is approved and
consummated as described above. The table sets forth, as of immediately following the
consummation of the Proposed Transfer, the number of shares of Common Stock and/or the
number of shares of Common Stock underlying Options (a) that would be owned directly by the
Filer and, (b) in the case of any beneficial ownership by the Filer of Common Stock and/or Options
that would be owned by another person or Entity as record or legal owner, the name(s) of each
prospective record or legal owner and the number of shares of Common Stock and/or the number
of shares of Common Stock underlying Options that would be owned by each such record or legal
owner (categorized by class, as applicable):
Class Name of Shares to Be Owned Shares Underlying Options
Owner to Be Owned
Common Stock
(Attach additional page if necessary.)
PLEASE TAKE FURTHER NOTICE that if the Proposed Transfer
involves a sale, transfer, or disposition of beneficial ownership of Common Stock and/or Options
to acquire beneficial ownership of Common Stock by the Filer and such Proposed Transfer would
result in (a) a decrease in the beneficial ownership of Common Stock and/or Options to acquire
beneficial ownership of Common Stock by a person or Entity (other than the Filer) that currently
is a Substantial Stockholder or (b) a person or Entity (other than the Filer) becoming a Substantial
Stockholder, the following table sets forth (i) the name of each such person or Entity, (ii) the
number of shares of Common Stock and/or the number of shares of Common Stock underlying
Options that are beneficially owned by such person or Entity currently (i.e., prior to the Proposed
Transfer), and (iii) the number of shares of Common Stock and/or the number of shares of
2
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Case 22-10951-CTG Doc 71-4 Filed 10/06/22 Page 4 of 4
Common Stock underlying Options that would be beneficially owned by such person or Entity
immediately following the Proposed Transfer (categorized by class, as applicable).
Class Name of Shares Shares to Be Shares Shares
Beneficial Owned Owned Underlying Underlying
Owner Currently Following Options Owned Options to Be
(Directly or Proposed Currently Owned
Indirectly) Transfer (Directly or Following
(Directly or Indirectly) Proposed
Indirectly) Transfer
(Directly or
Indirectly)
Common
Stock
(Attach additional page if necessary.)
PLEASE TAKE FURTHER NOTICE that the taxpayer identification
number of the Filer is ______________.
PLEASE TAKE FURTHER NOTICE that, under penalty of perjury, the
Filer hereby declares that it has examined this Notice and the accompanying attachments (if any),
and, to the best of its knowledge and belief, this Notice and any attachments which purport to be
part of this Notice are true, correct, and complete.
[[IF APPLICABLE:] The Filer is represented by [name of law firm], [address],
[phone], (Attn: [name of attorney]).]
Respectfully submitted,
[Name of Filer]
By:
Name:
Address:
Telephone:
Facsimile:
Date: _____________________
3
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