# SEC FORM 4

**SEC Form 4**

| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION<br>Washington, D.C. 20549<br>STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP<br>Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934<br>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. <br> _See_<br> 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**  
   [Sanborn Scott](http://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001397362)  
   C/O HAPPEN, INC.  
   88 KEARNY ST., SUITE 600  
   SAN FRANCISCO, CA 94108

2. **Issuer Name and Ticker or Trading Symbol**  
   [Happen, Inc.](http://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001409970)  
   
   **Ticker:** HAPN

3. **Date of Earliest Transaction**  
   (Month/Day/Year) 07/01/2026

4. **If Amendment, Date of Original Filed**  
   (Month/Day/Year)

5. **Relationship of Reporting Person(s) to Issuer**  
   (Check all applicable)  
    Director  
    Officer (give title below)  
   **Title:** CEO

6. **Individual or Joint/Group Filing**  
   (Check Applicable Line)  
    Form filed by One Reporting Person  
   
**Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned**

| 1. Title of Security (Instr. 3) | 2. Transaction Date<br>(Month/Day/Year) | 2A. Deemed Execution Date, if any<br>(Month/Day/Year) | 3. Transaction Code (Instr. <br> 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) |
| :-- | :-- | :-- | :-- | :-- | :-- | :-- | :-- |
| Common Stock | 07/01/2026 |  | S(1) |  | 25,000 | D | 1,536,063 |

**Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned**  
**(e.g., puts, calls, warrants, options, convertible securities)**

| 1. Title of Derivative Security (Instr. <br> 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date<br>(Month/Day/Year) | 3A. Deemed Execution Date, if any<br>(Month/Day/Year) | 4. Transaction Code (Instr. <br> 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. <br> 3, 4 and 5) | 6. Date Exercisable and Expiration Date <br>(Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. <br> 3 and 4) | 8. Price of Derivative Security (Instr. <br> 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. <br> 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. <br> 4) | 11. Nature of Indirect Beneficial Ownership (Instr. <br> 4) |
| :-- | :-- | :-- | :-- | :-- | :-- | :-- | :-- | :-- | :-- | :-- | :-- |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |

**Explanation of Responses:**  
1. This transaction was effected pursuant to a Rule 10b5-1 trading plan (the "Plan") to diversify the assets of the Reporting Person. As disclosed in, and as of the filing date of, the Issuer's Form 10-Q for the period ending March 31, 2026, the maximum number of shares that can be sold under the Plan, inclusive of the reported transaction, represents 9.4% of the Reporting Person's equity interest in the Issuer.  
2. This transaction was executed in multiple trades during the date at prices ranging from $21.00 to $21.03. The weighted-average price is reported above. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transactions were effected.

| | /s/ Bhavit Sheth, attorney-in-fact | 07/02/2026 |
| | \*\* 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.