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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Enrich Jose Miguel
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2. Issuer Name and Ticker or Trading Symbol
Rubicon Technologies, Inc. [RBT]
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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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(Last)
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(First)
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(Middle)
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781 CRANDON BLVD 902
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3. Date of Earliest Transaction (Month/Day/Year)
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(Street)
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KEY BISCAYNE
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FL
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33149
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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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Enrich Jose Miguel
781 CRANDON BLVD 902
KEY BISCAYNE, FL33149
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X
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Signatures
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/s/ Jose Miguel Enrich
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2024-05-07
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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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Initial conversion price of $0.35, subject to adjustments as set forth in the Certificate of Designations, Preferences and Rights of Series A Convertible Perpetual Preferred Stock (the "Certificate of Designations") filed by Rubicon Technologies, Inc. (the "Issuer") with the Secretary of State for the State of Delaware on May 7, 2024 . Capitalized terms used in this Form 4 and not otherwise defined shall have the meanings ascribed to them in the Certificate of Designations.
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(2)
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On May 7, 2024, the Issuer entered into a securities purchase agreement with MBI Holdings, LP ("MBI"), pursuant to which MBI purchased 20,000 shares of the Issuer's Series A Convertible Perpetual Preferred Stock, par value $0.0001 per share, with an initial liquidation preference of $1,000 per share (the "Series A Preferred Stock"), for an aggregate purchase price of $20.0 million.
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(3)
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The Series A Preferred Stock is convertible at any time at the option of the holder into a number of shares of the Issuer's Class A Common Stock as is determined by multiplying the number of shares of Series A Preferred Stock to be converted by the rate per share determined by dividing (i) the sum of (x) the Accumulated Stated Value, plus (y) Compounded Dividends (if such Dividends have not yet been added to the Accumulated Stated Value) plus (z) any accrued and unpaid dividends for the most recent Dividend Period by (ii) the Conversion Price in effect immediately prior to such conversion.
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(4)
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The Series A Preferred Stock is perpetual and therefore has no expiration date; however, it is redeemable by MBI and by the Issuer under certain circumstances set forth in the Certificate of Designations.
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(5)
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Mr. Enrich is the general partner of MBI and has voting and dispositive control over such securities and may be deemed to beneficially own such securities held by MBI. Mr. Enrich disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
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