ThZeal - The Zeal

SEC FORM 4 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^*

Zamani Payam

(Last)

(First)

(Middle)

C/O INSPIRATO INCORPORATED

1544 WAZEE STREET

(Street)

DENVER

80202

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Inspirato Inc [ ISPO ]

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

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CHIEF EXECUTIVE OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
02/08/2023

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)
Class A Common Stock	02/21/2025		X⁽¹⁾		583,099	A	$3.43	4,284,928	I⁽²⁾	See footnote (2)
Class A Common Stock	05/07/2024		P		10,000	A	$3.99	1,110,000	D
Class A Common Stock	02/08/2023		P		500	A	$25	1,110,500	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)
WARRANT (RIGHT TO BUY)	$3.43	02/21/2025		X⁽¹⁾			583,099	12/09/2024	09/13/2029	Class A Common Stock	583,099	$0	3,061,215	I⁽³⁾	See footnote (3)

Explanation of Responses:

1. On February 21, 2025, One Planet Group LLC partially exercised a warrant to purchase 583,099 shares of Inspirato's Class A Common Stock for the exercise price of $3.43 per share, paid on a cash basis.

2. The 4,284,928 shares of Class A common stock referenced in Box 5 includes 300,000 shares of Class A common stock that are held by an entity controlled by One Planet Group and its President and CEO, Mr. Zamani (the "Affiliated Entity"). In such capacity, Mr. Zamani has voting and dispositive power over the securities that are held by One Planet Group and the Affiliated Entity. As a result, 3,984,928 shares of Class A common stock may be deemed to be directly beneficially owned by One Planet Group and indirectly beneficially owned by Mr. Zamani, while the 300,000 shares of Class A common stock described above may be deemed to be indirectly beneficially owned by both One Planet Group and Mr. Zamani.

3. The warrant is owned by One Planet Group LLC. Mr. Zamani has voting and dispositive power over the securities that are held by One Planet Group LLC as its President and CEO. Therefore, the warrant may be deemed to be directly beneficially owned by One Planet Group and indirectly owned by Mr. Zamani.

Remarks:

	/S/ SYLVIA HALL, BY POWER OF ATTORNEY	02/25/2025
	** 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).
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