The restrictions expire with respect to one-fifth of such restricted LLC Units on each of January 31, 2022, January 31, 2023, January 31, 2024, January 31, 2025 and January 31, 2026, in each case, so long as Mr. Cohen is then employed by the Company or any of its subsidiaries.
The common stock also does not include 19,500 shares into which the 195,000 restricted LLC Units granted to Mr. Cohen on February 2, 2021 may become convertible, as Mr. Cohen will not have the right to so convert such restricted LLC Units until such time as the restrictions on such LLC Units expire. The restrictions expire with respect to one-half of such restricted LLC Units on each of January 31, 2022 and January 31, 2023, in each case, so long as Mr. Cohen is then employed by the Company or any of its subsidiaries.
The address for this stockholder is c/o Cohen & Company Inc., Cira Centre, 2929 Arch Street, Suite 1703, Philadelphia, Pennsylvania 19104.
(9)
Of the 22,429,541 shares of the Series F Preferred Stock issued and outstanding as of April 12, 2021, 12,549,273 shares were owned by Daniel G. Cohen directly, and 9,880,268 shares were owned by the DGC Trust. Mr. Cohen may be deemed to be the beneficial owner of any securities held by the DGC Trust (including these 9,880,268 shares) as a result of his ability to acquire at any time any of the DGC Trust’s assets, including any securities held by the DGC Trust (and, in turn, the sole voting and sole dispositive power with respect to such securities), by substituting other property of an equivalent value without the approval or consent of any person, including any trustee or beneficiary of the DGC Trust.
(10)
Mr. Dawson is a director of the Company. Includes 1,000 shares of common stock held directly by Mr. Dawson and 24,970 shares of common stock held by Corriente Private Trust. Mr. Dawson is the primary trustee and sole beneficiary of Corriente Private Trust and, through Corriente Private Trust, he has voting and investment control with respect to the securities held therein.
(11)
Mr. Pooler is the Executive Vice President, Chief Financial Officer and Treasurer of the Company. The common stock includes, 17,321 restricted shares granted on February 13, 2020, half of which vested on January 31, 2021 and the remaining half of which will vest on January 31, 2022 so long as Mr. Pooler is then employed by the Company or any of its subsidiaries. The common stock also includes, 10,000 restricted shares granted on February 3, 2021, half of which will vest on each of January 31, 2022 and January 31, 2023, in each case, so long as Mr. Pooler is then employed by the Company or any of its subsidiaries.
(12)
The common stock includes the EBC Shares, the CBF Shares, the Cohen LLC Shares and the DGC Trust Shares, of which Daniel G. Cohen may be deemed to be a beneficial owner, as described in notes (6) and (8) above.
Dioptra Advisors II, LLC and Insurance Acquisition Sponsor II, LLC
Cohen & Company, LLC is the manager of Insurance Acquisition Sponsor II, LLC (“IAS II”) and Dioptra Advisors II, LLC, each of which is a Delaware limited liability company and a subsidiary of the Company (“Dioptra II” and, together with IAS II, the “Insurance SPAC II Sponsor Entities”). The Insurance SPAC II Sponsor Entities were sponsors of INSU Acquisition Corp. II (Nasdaq: MILE), a special purpose acquisition company (SPAC) formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (the “Insurance SPAC II”).
On November 24, 2020, the Insurance SPAC II entered into an Agreement and Plan of Merger with INSU II Merger Sub, Inc., a Delaware corporation and direct wholly owned subsidiary of the Insurance SPAC II, and Metromile, Inc., a Delaware corporation (currently named MetroMile Operating Company) (“MetroMile”).
On February 9, 2020, INSU II Merger Sub, Inc. was merged (the “Insurance SPAC II Merger”) with and into Metromile. In connection with the Insurance SPAC II Merger, the Insurance SPAC II changed its name from “INSU Acquisition Corp. II” to “Metromile, Inc.” and, on February 10, 2020, the Insurance SPAC II’s NASDAQ trading symbol changed to “MILE.” For the remainder of this disclosure, the term