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Happen GC exercises 12K RSUs, withholds shares

Happen, Inc. (HAPN) reported equity compensation activity for General Counsel & Secretary Cheng Jordan.

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Happen, Inc. (HAPN) reported equity compensation activity for General Counsel & Secretary Cheng Jordan. On August 25, 2026, a total of 12,116 Restricted Stock Units (RSUs) were exercised for an equal number of common shares at a $0.00 exercise price. In connection with this vesting, 5,477 common shares were delivered or withheld at $18.25 per share to satisfy tax withholding obligations, which the company states does not represent a sale of shares.

Positive

  • None.

Negative

  • None.
Insider Cheng Jordan
Role General Counsel & Secretary
Type Security Shares Price Value
Exercise Restricted Stock Unit (RSU) F1, F3, F4 5,728 $0.00 $0.00
Exercise Restricted Stock Unit (RSU) F1, F5, F4 3,504 $0.00 $0.00
Exercise Restricted Stock Unit (RSU) F1, F6, F4 2,884 $0.00 $0.00
Exercise Common Stock F1 5,728 $0.00 $0.00
Exercise Common Stock F1 3,504 $0.00 $0.00
Exercise Common Stock F1 2,884 $0.00 $0.00
Tax Withholding Common Stock F2 5,477 $18.25 $100K
Holdings After Transaction: Restricted Stock Unit (RSU) — 61,319 contracts (Direct); Common Stock — 109,213 shares (Direct)
Footnotes (6)
  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. 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.
  4. F4. Not applicable.
  5. F5. 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.
  6. F6. 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 exercised into common stock 12,116 shares Total RSUs converted to Happen, Inc. common stock on August 25, 2026
RSU block conversion 5,728 shares One RSU grant block that vested and was exercised on August 25, 2026
RSU block conversion 3,504 shares Second RSU grant block that vested and was exercised on August 25, 2026
RSU block conversion 2,884 shares Third RSU grant block that vested and was exercised on August 25, 2026
Shares withheld for taxes 5,477 shares Common shares delivered or withheld to satisfy tax withholding obligations
Withholding price $18.25 per share Price used for shares withheld for tax obligations on August 25, 2026
RSU exercise price $0.00 per share Exercise or conversion price for RSUs into common stock
Restricted Stock Unit (RSU) financial
"Each restricted stock unit ("RSU") represents the contingent right to receive"
A restricted stock unit (RSU) is a promise from a company to give an employee company shares (or cash equal to their value) at a future date if certain conditions are met, such as staying with the company or hitting performance targets. For investors, RSUs matter because when they convert into actual shares they increase the number of shares available and can create selling pressure as employees cash out—think of them as a future paycheck paid in company stock.
vesting financial
"The RSUs vested as to 8.33% of the total shares on May 25, 2024"
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.
tax withholding obligations financial
"shares withheld by the Issuer to cover tax withholding obligations in connection"
contingent right financial
"represents the contingent right to receive, upon vesting of the RSU"

FAQ

What insider equity activity did HAPN report for Cheng Jordan on this Form 4?

Happen, Inc. reported that 12,116 RSUs held by General Counsel & Secretary Cheng Jordan vested and were exercised into an equal number of common shares on August 25, 2026, at an exercise price of $0.00 per share.

How many HAPN RSUs did Cheng Jordan have convert into common stock?

On August 25, 2026, 12,116 Restricted Stock Units (RSUs) for Cheng Jordan converted into 12,116 shares of Happen, Inc. common stock, consisting of blocks of 5,728, 3,504 and 2,884 RSUs.

Were any of Cheng Jordan’s HAPN shares sold in the market?

No market sale was reported. The filing states that 5,477 shares were withheld to cover tax withholding obligations related to RSU vesting, and explicitly notes this does not represent a sale of shares.

At what price were HAPN shares withheld for Cheng Jordan’s tax obligations?

The company reports that 5,477 common shares were delivered or withheld at $18.25 per share to satisfy tax withholding obligations arising from the RSU vesting on August 25, 2026.

Were Cheng Jordan’s HAPN RSUs exercised at any cost per share?

No. The Form 4 shows that the RSUs were exercised into Happen, Inc. common stock at an exercise price of $0.00 per share, consistent with typical RSU settlement where no cash exercise price is paid.

Does this HAPN filing involve a Rule 10b5-1 trading plan for Cheng Jordan?

No. The document-level indicator for Rule 10b5-1 plans is marked false, and there is no footnote stating that the reported transactions were made pursuant to a Rule 10b5-1 trading plan.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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*
Cheng Jordan

(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)
General Counsel & Secretary
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 Stock08/25/2026M5,728A$0(1)108,302D
Common Stock08/25/2026M3,504A$0(1)111,806D
Common Stock08/25/2026M2,884A$0(1)114,690D
Common Stock08/25/2026F5,477(2)D$18.25109,213D
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)08/25/2026M5,728 (3) (4)Common Stock5,728$011,456D
Restricted Stock Unit (RSU)$0(1)08/25/2026M3,504 (5) (4)Common Stock3,504$021,025D
Restricted Stock Unit (RSU)$0(1)08/25/2026M2,884 (6) (4)Common Stock2,884$028,838D
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. 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.
4. Not applicable.
5. 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.
6. 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)