Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
|
Grindr Inc. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
39854F119 (CUSIP Number) |
James Fu Bin Lu c/o Grindr Inc., 750 N. San Vicente Boulevard, STE RE1400 West Hollywood, CA, 90069 1 (310) 878-9648 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
04/09/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 39854F119 |
| 1 |
Name of reporting person
Longview Capital SVH LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
WASHINGTON
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
28,090,968.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
13.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
The percentage used herein is calculated based on 209,584,713 shares of the Issuer's Common Stock, consisting of i) 208,246,400 shares of the Issuer's Common Stock outstanding as of March 5, 2025, as reported on the Issuer's Quarterly Report on Form 10-K, filed March 7, 2025, plus ii) 1,336,124 shares of the Issuer's Common Stock issuable to the Reporting Persons, to the extent the Reporting Persons elect to exercise 1,336,124 warrants to purchase shares of the Issuer's Common Stock held at a $11.50/share exercise price and iii) 2,189 shares of the Issuer's Common Stock underlying restricted stock units held by Mr. Lu that will vest within 60 days of this statement.
SCHEDULE 13D
|
| CUSIP No. | 39854F119 |
| 1 |
Name of reporting person
Longview Capital Group Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
28,090,968.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
13.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | 39854F119 |
| 1 |
Name of reporting person
Longview Grindr Holdings Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
28,090,968.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
13.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | 39854F119 |
| 1 |
Name of reporting person
James Fu Bin Lu | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
| ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
29,435,615.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
13.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Consists of (a) 6,334 shares of Common Stock held directly by Mr. Lu, (b) 2,189 shares of the Issuer's Common Stock underlying restricted stock units held by Mr. Lu that will vest within 60 days of this statement, (c) 28,090,968 shares of Common Stock held by Longview Capital SVH LLC and (d) 1,336,124 shares of Common Stock underlying Warrants held by Longview Capital SVH LLC. Mr. Lu is the sole equityholder of the ultimate parent of Longview SVH and exercises voting and investment power with respect to Longview SVH.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock | |
| (b) | Name of Issuer:
Grindr Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
750 N. SAN VICENTE BLVD., SUITE RE 1400, West Hollywood,
CALIFORNIA
, 90069. | |
Item 1 Comment:
This Amendment No. 4 to the Schedule 13D filed by the Reporting Persons on November 28, 2022, as amended from time to time ("Schedule 13D") relates to the common stock, par value $0.0001 per share (the "Common Stock") of Grindr Inc., a Delaware corporation (the "Issuer" or "Grindr"). Unless otherwise indicated, each capitalized term used but not defined in this Amendment shall have the meaning assigned to such term in the Schedule 13D. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 of the Schedule 13D is hereby amended and restated as follows:The information contained in rows 7, 8, 9, 10, 11 and 13 on the cover page of this Schedule 13D and the information set forth or incorporated in Items 2, 3 and 6 of this Schedule 13D is hereby incorporated by reference in its entirety into this Item 5.Information required by Instruction C of Schedule 13D with respect to the directors, executive officers, or persons holding equivalent positions of the Reporting Persons, is set forth on Annex A attached hereto.Longview Capital Group Limited ("Longview Capital"), Longview Grindr Holdings Limited ("Longview Grindr") and Longview Capital SVH LLC ("Longview SVH") beneficially own an aggregate of 28,090,968 shares of the Issuer's Common Stock and Mr. Lu beneficially owns an aggregate of 29,435,615 shares of the Issuer's Common Stock, in each case which in aggregate represents approximately 13.5% of the Issuer's issued and outstanding Common Stock, based on 209,246,400 shares of the Issuer's Common Stock, consisting of i) 208,246,400 shares of the Issuer's Common Stock outstanding as of March 5, 2025, as reported on the Issuer's Quarterly Report on Form 10-K, filed March 7, 2025, plus ii) 1,336,124 shares of the Issuer's Common Stock issuable to the Reporting Persons, to the extent the Reporting Persons elect to exercise 1,336,124 warrants to purchase shares of the Issuer's common stock held at a $11.50/share exercise price and iii) 2,189 shares of the Issuer's Common Stock underlying restricted stock units held by Mr. Lu that will vest within 60 days of this statement.Information required by Instruction C of Schedule 13D with respect to the directors, executive officers, or persons holding equivalent positions of the Reporting Persons, is set forth on Annex A attached hereto. | |
| (b) | Reporting Person James Fu Bin Lu, is the sole equityholder in Longview Capital, which is the sole equityholder in Longview Grindr, which is the sole equityholder in Longview SVH, which has sole power to vote or direct the vote of (and sole power to dispose or direct the disposition of) 29,435,615 shares of the Issuer's common stock held by James Fu Bin Lu, Longview Capital, Longview Grindr and Longview SVH, subject to the information incorporated by reference into this Item 5. | |
| (c) | Mr. Lu was previously awarded 12,901 restricted stock units ("RSUs"). Each RSU represents the contingent right to receive one share of the Issuer's Common Stock upon settlement. The RSUs vest in four equal quarterly installments, with the first installment of having vested on January 19, 2025 in the amount of 2,189 shares. Except as otherwise stated, none of the Reporting Persons have effected any transactions with respect to the Issuer's Common Stock during the past sixty days. | |
| (d) | Subject to the information incorporated by reference into this Item 5, no person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the 29,435,615 shares of Common Stock reported in Item 5(a). | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Longview SVH has re-pledged 28,000,000 shares of the Issuer's Common Stock to certain lenders in connection with a financing arrangement. Under the financing arrangement, Longview SVH retains voting and dispositive power with respect to the pledged shares except to the extent an event of default has occurred and is continuing. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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