Item 5. OTHER INFORMATION
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Item 5. OTHER INFORMATION
Rule 10b5-1 Trading Plans
The Company’s directors and officers (as defined in Rule 16a-1(f) under the Exchange Act) are only permitted to trade in the Company’s securities pursuant to a prearranged trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act (a “Rule 10b5-1 Plan”). During the three months ended June 30, 2024, one of the Company’s directors adopted a Rule 10b5-1 Plan, and one of the Company’s directors terminated a previously adopted Rule 10b5-1 Plan. The applicable Rule 10b5-1 Plan was entered into during an open trading window in accordance with the Company’s Insider Trading Policy and Trading Plan Policy.
On May 29, 2024, Frederick Ernest Ehrsam III, a member of the Company’s board of directors, terminated a Rule 10b5-1 Plan he had previously adopted with respect to the sale of up to 614,032 shares of Class A common stock owned by The Frederick Ernest Ehrsam III Living Trust, of which Mr. Ehrsam is trustee (the “Ehrsam Plan”). The Ehrsam Plan was adopted on March 1, 2024 and, prior to its termination by Mr. Ehrsam, was to expire by its terms on December 6, 2024, or earlier, upon the completion of all transactions subject to the trading arrangements specified in the Ehrsam Plan or the occurrence of certain events set forth therein. As of the date of termination of the Ehrsam Plan, Mr. Ehrsam had not sold any shares of Class A common stock under its terms.
On May 30, 2024, Gokul Rajaram, a member of the Company’s board of directors, entered into a Rule 10b5-1 Plan (the “Rajaram Plan”) providing for the potential sale of up to 6,857 shares of Class A common stock owned by Mr. Rajaram, so long as the market price of the Class A common stock satisfies certain threshold prices specified in the Rajaram Plan, between an estimated start date of September 18, 2024 and September 18, 2025, or earlier, upon the completion of all transactions subject to the trading arrangements specified in the Rajaram Plan or the occurrence of certain events set forth therein.
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