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	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* Krishnaswamy Suresh (Last) (First) (Middle) 113 CHERRY STREET PMB 88154 (Street) SEATTLE WA 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) Director 10% Owner X Officer (give title below) Other (specify below) CFO
	3. Date of Earliest Transaction (Month/Day/Year) 01/30/2024
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/30/2024		A		1,646(1)	A	$0.00	25,285	D
Common Stock	01/30/2024		F		489(2)	D	$0.00	24,796	D
Common Stock	01/30/2024		A		4,545(3)	D	$0.00	29,341	D
Common Stock	01/30/2024		F		1,348(4)	D	$0.00	27,993(5)	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents a multi-year performance-stock unit ("PSU") award granted to the reporting person in 2022 (the "2022 PSUs") under the Issuer's 2021 Equity Incentive Plan ("Plan"). The 2022 PSUs are split into three tranches of 4,188 PSUs each ("Tranche I", "Tranche II", or "Tranche III"), with the number of PSUs eligible to vest conditioned on the achievement of certain performance targets established by the Compensation Committee (the "Committee") of the Issuer's Board of Directors for specified annual performance periods. The number of PSUs eligible to vest in Tranche II for the calendar year "2023 Performance Period" was conditioned on the Issuer's achievement of certain Committee-approved cash balance targets as of December 31, 2023 (the "Tranche II Goals"). On January 30, 2024, the Committee certified the Issuer's maximum achievement of the Tranche II Goals, resulting in the vesting of 100% of the 2022 PSUs applicable to Tranche II, as reported.

2. Represents shares withheld by the Issuer to satisfy withholding taxes due in connection with the vesting of the 2022 PSUs applicable to Tranche II as described in Note 1, at a net settlement price equal to the closing stock price on January 30, 2024.

3. Represents a PSU award granted to the reporting person in 2023 under the 2021 Plan (the "2023 PSUs"). The number of 2023 PSUs that are eligible to vest for the 2023 Performance Period was conditioned on the Issuer's achievement of certain Committee-approved cash balance targets as of December 31, 2023 (the "2023 PSU Goals"). On January 30, 2024, the Committee certified the Company's maximum achievement of the 2023 PSU Goals, resulting in the vesting of 100% of the 2023 PSUs, as reported.

4. Represents shares withheld by the Issuer to satisfy withholding taxes due in connection with the vesting of the 2023 PSUs as described in Note 3, at a net settlement price equal to the closing stock price on January 30, 2024.

5. Represents 14,366 shares of common stock and 13,627 unvested restricted stock units.

	/s/Yoko Miyashita	02/01/2024
	** 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.

---