SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
SELLERS R SCOT

(Last) (First) (Middle)
C/O INSPIRATO INCORPORATED
1544 WAZEE STREET

(Street)
DENVER CO 80202

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
02/11/2022
3. Issuer Name and Ticker or Trading Symbol
Inspirato Inc [ ISPO ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock 84,432 I See footnote(1)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Class V Common Stock (2) (2) Class A Common Stock 383,927 (2) D
Class V Common Stock (2) (2) Class A Common Stock 1,150,776 (2) I See footnote(1)
Stock Option (right to buy) (3) 04/10/2023 Class A Common Stock 292,160 0.77 D
Stock Option (right to buy) (3) 05/31/2026 Class A Common Stock 146,080 0.77 D
Stock Option (right to buy) (3) 11/15/2026 Class A Common Stock 243,467 0.77 D
Stock Option (right to buy) (3) 12/04/2029 Class A Common Stock 186,137 0.77 D
Explanation of Responses:
1. The shares are held by Elk Sierra, LLC., for which the reporting person serves as the sole member and manager.
2. Each share of Class V Common Stock and corresponding LLC Unit is redeemable or exchangeable for one share of Class A common stock at the option of the holder (for which the Issuer may substitute cash) and has no expiration date.
3. Shares subject to the option are fully vested and immediately exercisable.
Remarks:
Exhibit 24 - Power of Attorney
/s/ James Hnat, by power of attorney 02/22/2022
** 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 5 (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.
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                                                                   Exhibit 24

                                POWER OF ATTORNEY

        The undersigned, as a Section 16 reporting person of Inspirato
Incorporated (the "Company"), hereby constitutes and appoints James Hnat, Lana
Night and Sylvia Hall, and each of them, as the undersigned's true and lawful
attorney-in-fact to:

        1.  complete and execute Forms 3, 4 and 5 and other forms and all
            amendments thereto as such attorney-in-fact shall in his discretion
            determine to be required or advisable pursuant to Section 16 of the
            Securities Exchange Act of 1934 (as amended) and the rules and
            regulations promulgated thereunder, or any successor laws and
            regulations, as a consequence of the undersigned's ownership,
            acquisition or disposition of securities of the Company; and

        2.  do all acts necessary in order to file such forms with the SEC, any
            securities exchange or national association, the Company and such
            other person or agency as the attorneys-in-fact shall deem
            appropriate.

        The undersigned hereby ratifies and confirms all that said attorneys-
in-fact and agents shall do or cause to be done by virtue hereof. The
undersigned acknowledges that the foregoing attorneys-in-fact, in serving in
such capacity at the request of the undersigned, are not assuming, nor is the
Company assuming, any of the undersigned's responsibilities to comply with
Section 16 of the Securities Exchange Act of 1934 (as amended).

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
Company and the foregoing attorneys-in-fact.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 7th day of February, 2022.

                                   Signature: /s/ Scot Sellers
                                              -------------------------------
                                   Print Name: Scot Sellers