STOCK TITAN

Happen CFO vests 25,962 RSUs; 13,371 withheld

Happen, Inc. (HAPN) reported insider equity activity by Chief Financial Officer Andrew LaBenne on August 25, 2026.

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Happen, Inc. (HAPN) reported insider equity activity by Chief Financial Officer Andrew LaBenne on August 25, 2026. Three blocks of Restricted Stock Units (RSUs) for 12,274; 7,509; and 6,179 units were converted into an equal number of common shares at a $0.00 exercise price as vesting occurred under previously granted awards. To satisfy related tax obligations, 13,371 common shares were withheld by the company at $18.25 per share, which the filing states does not represent an open-market sale. The report also shows 12,000 common shares held indirectly in two UTMA accounts for the reporting person’s children.

Positive

  • None.

Negative

  • None.
Insider LaBenne Andrew
Role Chief Financial Officer
Type Security Shares Price Value
Exercise Restricted Stock Unit (RSU) F1, F4, F5 12,274 $0.00 $0.00
Exercise Restricted Stock Unit (RSU) F1, F6, F5 7,509 $0.00 $0.00
Exercise Restricted Stock Unit (RSU) F1, F7, F5 6,179 $0.00 $0.00
Exercise Common Stock F1 12,274 $0.00 $0.00
Exercise Common Stock F1 7,509 $0.00 $0.00
Exercise Common Stock F1 6,179 $0.00 $0.00
Tax Withholding Common Stock F2 13,371 $18.25 $244K
holding Common Stock F3 -- -- --
Holdings After Transaction: Restricted Stock Unit (RSU) — 131,396 contracts (Direct); Common Stock — 233,617 shares (Direct); Common Stock — 12,000 shares (Indirect, UTMAs for Children)
Footnotes (7)
  1. F1. Each restricted stock unit ("RSU") represents the contingent right to receive, upon vesting of the RSU, one share of the Issuer's common stock.
  2. F2. Does not represent a sale of shares. Represents the number of shares withheld by the Issuer to cover tax withholding obligations in connection with the vesting of RSUs.
  3. F3. Aggregates 6,000 shares of Issuer's common stock held in each of two UTMA accounts for children of the Reporting Person.
  4. F4. The RSUs vested as to 8.33% of the total shares on May 25, 2024, with an additional 8.33% of the total shares vesting quarterly thereafter, subject to continued service through each vesting date.
  5. F5. Not applicable.
  6. F6. The RSUs vested as to 8.33% of the total shares on May 25, 2025, with an additional 8.33% of the total shares vesting quarterly thereafter, subject to continued service through each vesting date.
  7. F7. The RSUs vested as to 8.33% of the total shares on May 25, 2026, with an additional 8.33% of the total shares vesting quarterly thereafter, subject to continued service through each vesting date.
RSUs converted (first block) 12,274 shares Restricted Stock Units converted into an equal number of Happen, Inc. common shares on August 25, 2026
RSUs converted (second block) 7,509 shares Restricted Stock Units converted into an equal number of Happen, Inc. common shares on August 25, 2026
RSUs converted (third block) 6,179 shares Restricted Stock Units converted into an equal number of Happen, Inc. common shares on August 25, 2026
Shares withheld for taxes 13,371 shares Common shares withheld by issuer to cover tax withholding obligations related to RSU vesting
Withholding reference price $18.25 per share Price used for common shares withheld to satisfy tax withholding obligations
Indirect UTMA holdings 12,000 shares Common shares held in two UTMA accounts for children of the reporting person
Quarterly RSU vesting rate 8.33% of total shares Portion of RSU awards vesting initially and quarterly thereafter, subject to continued service
Restricted Stock Unit ("RSU") financial
"Each restricted stock unit ("RSU") represents the contingent right to receive..."
tax withholding obligations financial
"shares withheld by the Issuer to cover tax withholding obligations in connection..."
UTMA accounts financial
"held in each of two UTMA accounts for children of the Reporting Person"
indirect ownership financial
"total_shares_following_transaction 12000.0000, direct_or_indirect I, nature_of_ownership"
vesting financial
"The RSUs vested as to 8.33% of the total shares on May 25..."
Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

FAQ

What equity transactions did HAPN CFO Andrew LaBenne report on August 25, 2026?

Andrew LaBenne reported the conversion of 25,962 RSUs (12,274; 7,509; 6,179) into an equal number of HAPN common shares at a $0.00 exercise price, in connection with scheduled vesting of restricted stock units.

How many HAPN shares were withheld for taxes in this Form 4?

The filing reports that 13,371 HAPN common shares were withheld by the issuer at $18.25 per share to cover tax withholding obligations arising from RSU vesting, and explicitly notes this does not represent a sale of shares.

Did the HAPN CFO sell any shares on the open market in this Form 4?

No open-market sales are reported. The only disposition is 13,371 shares withheld by Happen, Inc. to cover tax withholding obligations related to RSU vesting, which the footnote states does not represent a sale of shares.

What RSU-to-share conversion activity did HAPN disclose for its CFO?

The report shows three RSU awards converting into common stock: 12,274, 7,509, and 6,179 RSUs each converted into the same number of HAPN common shares at an exercise price of $0.00 per share upon vesting.

What indirect HAPN share holdings are reported for the CFO?

The Form 4 discloses 12,000 HAPN common shares held indirectly in two UTMA accounts for children of the reporting person, aggregating 6,000 shares in each account.

Are the reported RSU vestings for HAPN subject to ongoing service conditions?

Yes. Footnotes state the RSUs vested as to 8.33% of total shares on specified May 25 dates in 2024, 2025, and 2026, with an additional 8.33% vesting quarterly thereafter, in each case subject to continued service through each vesting date.

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
LaBenne Andrew

(Last)(First)(Middle)
C/O HAPPEN, INC.
88 KEARNY ST., SUITE 600

(Street)
SAN FRANCISCO CALIFORNIA 94108

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Happen, Inc. [ HAPN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Financial Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/25/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock08/25/2026M12,274A$0(1)233,300D
Common Stock08/25/2026M7,509A$0(1)240,809D
Common Stock08/25/2026M6,179A$0(1)246,988D
Common Stock08/25/2026F13,371(2)D$18.25233,617D
Common Stock12,000(3)IUTMAs for Children
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Unit (RSU)$0(1)08/25/2026M12,274 (4) (5)Common Stock12,274$024,549D
Restricted Stock Unit (RSU)$0(1)08/25/2026M7,509 (6) (5)Common Stock7,509$045,052D
Restricted Stock Unit (RSU)$0(1)08/25/2026M6,179 (7) (5)Common Stock6,179$061,795D
Explanation of Responses:
1. Each restricted stock unit ("RSU") represents the contingent right to receive, upon vesting of the RSU, one share of the Issuer's common stock.
2. Does not represent a sale of shares. Represents the number of shares withheld by the Issuer to cover tax withholding obligations in connection with the vesting of RSUs.
3. Aggregates 6,000 shares of Issuer's common stock held in each of two UTMA accounts for children of the Reporting Person.
4. The RSUs vested as to 8.33% of the total shares on May 25, 2024, with an additional 8.33% of the total shares vesting quarterly thereafter, subject to continued service through each vesting date.
5. Not applicable.
6. The RSUs vested as to 8.33% of the total shares on May 25, 2025, with an additional 8.33% of the total shares vesting quarterly thereafter, subject to continued service through each vesting date.
7. The RSUs vested as to 8.33% of the total shares on May 25, 2026, with an additional 8.33% of the total shares vesting quarterly thereafter, subject to continued service through each vesting date.
/s/ Bhavit Sheth, attorney-in-fact08/27/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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* Form 4: SEC 1474 (03-26)