THUMZUP Insider Files: 651 Series A Preferred Convert to 9,765 Common Shares
Rhea-AI Filing Summary
Insider reporting of securities change at THUMZUP MEDIA Corp (TZUP). Robert L. Haag, a company director and managing member of Westside Strategic Partners, LLC, reported the acquisition on 09/15/2025 of 651 shares of Series A Preferred Convertible Voting Stock. Each Series A share converts into 15 common shares at a reference rate of $3.00, so the reported 651 preferred shares correspond to 9,765 underlying common shares. Following the transaction, Mr. Haag reports beneficial ownership of 34,142 common shares indirectly through Westside Strategic Partners, LLC. The Series A Preferred is exercisable upon issuance, has no expiration, and carries quarterly dividends of $0.875 per share (annualized $3.50), payable in cash or additional preferred shares at the company’s election.
Positive
- Clear disclosure of conversion mechanics: 1 Series A Preferred converts into 15 common shares at a $3.00 reference rate
- Increased potential common stake: 651 Series A Preferred reported equals 9,765 underlying common shares
- Beneficial ownership transparency: Reporting shows 34,142 common shares beneficially owned indirectly via Westside Strategic Partners, LLC
- Dividend terms disclosed: Quarterly dividend of $0.875 per preferred share (annualized $3.50) with cash or stock payment option
Negative
- None.
Insights
TL;DR: Director acquired convertible preferred that increases potential common stake by 9,765 shares; dividend terms noted.
The filing documents a non-derivative acquisition of 651 Series A Preferred Convertible Voting Stock by Robert L. Haag, which converts at 15:1 into common shares at a $3.00 reference rate, yielding 9,765 underlying common shares. The report shows an indirect beneficial interest of 34,142 common shares held via Westside Strategic Partners, LLC. The Series A carries a quarterly dividend of $0.875 per preferred share and is exercisable upon issuance with no expiration. This is a straightforward insider ownership change; the numbers clarify dilution mechanics and cash/share dividend election but do not include transaction price paid for the preferred in this filing.
TL;DR: Director’s filing discloses control and voting influence through an affiliated LLC and conversion mechanics.
The Form 4 discloses that Mr. Haag is a director and the managing member/sole owner of Westside Strategic Partners, giving him voting control and investment discretion over securities held by the LLC. The filing properly attributes indirect beneficial ownership to Westside and explains the Series A conversion rate, dividend schedule, and exercisability. The disclosure is procedural and aligns with Section 16 reporting requirements; it documents ownership concentration but does not indicate any change in board composition or other governance actions.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Series A Preferred Convertible Voting Stock | 651 | $3.00 | $2K |
Footnotes (1)
- As stated in the Amended and Restated Certificate of Designation of Series A Preferred Convertible Voting Stock dated September 26, 2022 (the "Series A Preferred Certificate of Designation"), each share of Series A Preferred Convertible Voting Stock converts into 15 shares of Common Stock at a Reference Rate of $3.00, subject to adjustments as specified in the Series A Preferred Certificate of Designation. As stated in the Series A Preferred Certificate of Designation, the holder shall receive dividends, which will be paid to Holders on a quarterly basis on each of March 15, June 15, September 15 and December 15 (each, a "Payment Date"), in cash or in shares of Series A Preferred Stock at Company's election, in an amount equal to $0.875 per share, per quarter totaling $3.50 per share on an annualized basis. If the dividend is paid in shares of Series A Preferred Stock, each share shall be valued at the purchase price of $45.00/share, subject to certain adjustments. Each share of Series A Preferred Convertible Voting Stock initially converts into 15 shares of common stock (the "Conversion Rate") at a reference rate (the "Reference Rate") of $3.00/share of common stock. Series A Preferred Convertible Voting Stock is exercisable upon issuance and has no expiration date. Mr. Haag is the Managing Member and sole owner of Westside. Robert Haag has voting control and investment discretion over securities held by Westside. As such, Robert Haag may be deemed to be the beneficial owner (as determined under Section 13(d) of the Exchange Act) of the securities held by Westside.
