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Form 4 Torrid Holdings Inc. For: Dec 31 Filed by: Abaelu Chinwe

March 30, 2023 9:08 PM EDT
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
Expires: December 31, 2014
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).
1. Name and Address of Reporting Person *
Abaelu Chinwe
(Last) (First) (Middle)
C/O TORRID HOLDINGS INC.
18501 EAST SAN JOSE AVENUE
(Street)
CITY OF INDUSTRY CA 91748
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Torrid Holdings Inc. [ CURV ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
See Remarks
3. Date of Earliest Transaction (Month/Day/Year)
12/31/2022
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 12/31/2022   A   1,000 A (1) $ 2.52 56,273 D  
Common Stock 03/27/2023   A   38,700 A (2) $ 0 94,973 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
Option to purchase shares $ 3.23 03/27/2023   A   64,433     (3) 03/27/2033 Common Stock 64,433.00 $ 0 64,433 D  
Explanation of Responses:
1. Shares purchased pursuant to the Torrid Holdings Inc. 2021 Employee Stock Purchase Plan ("ESPP"), for the ESPP purchase period of July 1, 2022 through December 31, 2022. In accordance with the ESPP, these shares were purchased at a price equal to 85% of the closing price of the issuer's common stock on December 31, 2022.
2. Represents restricted stock units, which will vest annually in substantially equal 25% installments on March 27, 2024, March 27, 2025, March 27, 2026 and March 27, 2027, respectively, subject to the reporting person's continued employment through the applicable vesting date.
3. Represents options to purchase shares that will start vesting on March 27, 2024 and become exercisable in substantially equal 25% installments on March 27, 2024, March 27, 2025, March 27, 2026 and March 27, 2027, respectively, subject to the reporting person's continued employment through the applicable vesting date.
Remarks:
Senior Vice President, Chief Accounting Officer
/s/ Bridgett Zeterberg, as Attorney-in-Fact for Chinwe Abaelu 03/30/2023
** 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.

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