Ownership Submission
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FORM 4
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Check this box if no longer subject to Section 16, Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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OMB APPROVAL
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OMB Number:3235-0287Expires:January 31, 2005Estimated average burden hours per response...0.5
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1. Name and Address of Reporting Person *
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DABAH MOSHE
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2. Issuer Name and Ticker or Trading Symbol
KIDPIK CORP. [PIK]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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_____ Director
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_____ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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VP, COO and CTO /
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(Last)
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(First)
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(Middle)
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C/O KIDPIK CORP. , 200 PARK AVENUE SOUTH, 3RD FLOOR
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3. Date of Earliest Transaction (Month/Day/Year)
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(Street)
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NEW YORK
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NY
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10003
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4. If Amendment, Date Original Filed(Month/Day/Year)
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6. Individual or Join/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code
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4. Securities Acquired (A) or Disposed of (D)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
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6. Ownership Form: Direct (D) or Indirect (I)
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7. Nature of Indirect Beneficial Ownership
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
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8. Price of Derivative Security
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
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11. Nature of Indirect Beneficial Ownership
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expriation Date
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Title
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Amount or Number of Shares
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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DABAH MOSHE
C/O KIDPIK CORP.
200 PARK AVENUE SOUTH, 3RD FLOOR
NEW YORK, NY10003
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VP, COO and CTO
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Signatures
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/s/ Moshe Dabah
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2022-05-17
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**Signature of Reporting Person
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Date
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Explanation of Responses:
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(*)
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If the form is filed by more than one reporting person, see Instruction 5(b)(v).
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(**)
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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(1)
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These securities are also disclosed separately in beneficial ownership reports filed by Mr. Ezra Dabah, the Chief Executive Officer of the Issuer, and the father of Moshe Dabah, as a result of the voting agreement discussed in footnote (2) below.
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(2)
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Excludes securities owned by members of a Voting Group relating to a voting agreement dated September 1, 2021, between the reporting person and members of the Voting Group, for which the reporting person disclaim beneficial ownership (except as expressly set forth above). The Voting Group refers to members of a voting agreement with (and with respect to the reported securities owned by) Moshe Dabah, Eva Dabah, Joia Kazam, Chana Rapaport, Yaacov Dabah and trusts for the benefit of each of the foregoing, the co-trustees of which are the spouse and mother-in-law of Ezra Dabah; Trust FBO Josh A. Kazam, whose trustee is Greg Kiernan; Gila Goodman; Isaac Dabah and his spouse; GMM Capital LLC; and Sterling Macro Fund for purposes of Section 13(d) of the Securities Exchange Act of 1934.
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(3)
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Each member of the Voting Group provided complete authority to Mr. Ezra Dabah, the Chief Executive Officer of the Issuer (and the father of Moshe Dabah), to vote the shares held by such persons and entities at any and all meetings of stockholders of the Company and via any written consents.
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(4)
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Represents shares withheld by the Company to satisfy tax withholding obligations in connection with the vesting of 42,333 restricted stock units to the Reporting Person on May 15, 2022.
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(5)
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Each restricted stock unit represents the contingent right to receive, at settlement, one share of common stock.
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(6)
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The restricted stock units vest at the rate of (i) 1/3 on May 15, 2022 (six months from the closing of the Issuer's initial public offering ("IPO")); (ii) 1/3 on May 15, 2023 (eighteen months from the closing of the IPO); and (iii) 1/3 on May 15, 2024 (thirty months from the closing date of the IPO), subject to the reporting person's continued service through the applicable vesting date. Restricted stock units do not expire; they either vest or are canceled prior to vesting date.
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Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
See Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
