Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

UNITED 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

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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).

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^*

Miyashita Yoko

(Last)

(First)

(Middle)

113 CHERRY STREET

PMB 88154

(Street)

SEATTLE

981042205

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Leafly Holdings, Inc. /DE [ LFLY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO

3. Date of Earliest Transaction (Month/Day/Year)
07/20/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/20/2024		F		137⁽¹⁾	D	$2.28	63,331	D
Common Stock	07/20/2024		F		55⁽²⁾	D	$2.28	63,276	D
Common Stock	07/20/2024		F		415⁽³⁾	D	$2.28	62,861	D
Common Stock	07/20/2024		F		416⁽⁴⁾	D	$2.28	62,445	D
Common Stock	07/20/2024		F		1,461⁽⁵⁾	D	$2.28	60,984⁽⁶⁾	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents shares withheld by the Issuer to satisfy withholding taxes due in connection with the vesting of certain restricted stock units granted to the reporting person on August 17, 2022, at a net settlement price equal to the closing stock price on July 22, 2024. 1/16 of these restricted stock units vested on October 20, 2022, with the remainder vesting 1/16 quarterly until fully vested.

2. Represents shares withheld by the Issuer to satisfy withholding taxes due in connection with the vesting of certain restricted stock units granted to the reporting person on October 6, 2022, at a net settlement price equal to the closing stock price on July 22, 2024. 1/16 of these restricted stock units vested on October 20, 2022, with the remainder vesting 1/16 quarterly until fully vested.

3. Represents shares withheld by the Issuer to satisfy withholding taxes due in connection with the vesting of certain restricted stock units granted to the reporting person on July 25, 2023, at a net settlement price equal to the closing stock price on July 22, 2024. Such restricted stock units are scheduled to vest in 1/8 equal installments on August 20, 2023, October 20, 2023, January 20, 2024, April 20, 2024, July 20, 2024, October 20, 2024, January 20, 2025 and April 20, 2025.

4. Represents shares withheld by the Issuer to satisfy withholding taxes due in connection with the vesting of certain restricted stock units granted to the reporting person on November 30, 2023, at a net settlement price equal to the closing stock price on July 22, 2024. Such restricted stock units are scheduled to vest in 1/4 equal installments on January 20, 2024, April 20, 2024, July 20, 2024 and October 20, 2024.

5. Represents shares withheld by the Issuer to satisfy withholding taxes due in connection with the vesting of certain restricted stock units granted to the reporting person on February 28, 2024, at a net settlement price equal to the closing stock price on July 22, 2024. Such restricted stock units are scheduled to vest in 1/4 equal installments on each of April 20, 2024, July 20, 2024, October 20, 2024 and January 20, 2025.

6. Represents 35,884 shares of common stock and 25,100 unvested restricted stock units.

	/s/ Nicole Sanchez, Attorney-in-Fact for Yoko Miyashita	07/23/2024
	** Signature of Reporting Person	Date
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.

POWER OF ATTORNEY

The undersigned, Yoko Miyashita, hereby appoints each of

Nicole Sanchez, Suresh Krishnaswamy and Kathleen Mullaney,

each acting individually, as her attorney-in-fact to:

(1) execute for and on behalf of the undersigned, in the

undersigned's capacity as an officer, director and/or greater than

10% holder of Leafly Holdings, Inc. (the "Company"), Forms 3, 4 and

5 in accordance with Section 16(a) of the Securities Exchange Act

of 1934 and the rules thereunder, as amended from time to time

(the "Exchange Act"), and any other forms or reports the undersigned

may be required to file in connection with the undersigned's

ownership, acquisition or disposition of securities of the Company;

(2) execute for and on behalf of the undersigned, in

the undersigned's capacity as a Director and/or greater than 10%

holder of the Company, Form 144 in accordance with the Securities

Act of 1933 and the rules thereunder, as amended from time to time

(the "Securities Act");

(3) perform any and all acts for and on behalf of the

undersigned which may be necessary or desirable to

complete and execute any such Form 4 or 5, or Form

144 and timely file such form with the Securities and Exchange

Commission and any stock exchange or similar authority; and

(4) take any other action of any type whatsoever in

connection with the foregoing which, in the opinion of

such attorney-in-fact, may be of benefit to, in the best

interest of, or legally required by, the undersigned, it

being understood that the documents executed by such

attorney-in-fact on behalf of the undersigned pursuant

to this Power of Attorney shall be in such form and

shall contain such terms and conditions as such

attorney-in-fact may approve in his or her discretion.

The undersigned hereby grants to each attorney-in-fact

full power and authority to do anything that is necessary

or desirable in the exercise of any of the rights and

powers herein granted, as fully and to all intents and

purposes as the undersigned could do if personally

present, with full power of substitution or revocation,

hereby ratifying and confirming all that such

attorney-in-fact, or such attorney-in-fact's substitute

or substitutes, shall lawfully do or cause to be done by

virtue of this Power of Attorney and the rights and

powers herein granted. The undersigned acknowledges that

each attorney-in-fact, in serving in such capacity at

the request of the undersigned, is not assuming, nor is

the Company assuming, any of the undersigned's

responsibilities to comply with Section 16 of the

Exchange Act or Rule 144 under the Securities Act.

This Power of Attorney shall remain in full force and

effect until the undersigned is no longer required to

file forms under Section 16(a) of the Exchange Act and

Form 144 under the Securities Act with respect to the

undersigned's holdings of and transactions in securities

issued by the Company, unless earlier revoked by the

undersigned in a signed writing to the foregoing

attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this

Power of Attorney to be executed as of this 4th day

of June 2024.

/s/ Yoko Miyashita

Yoko Miyashita