Document
Sanborn Scott
| 1. Name and Address of Reporting Person* | 2. Issuer Name and Ticker or Trading Symbol | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) |
| Happen, Inc. [ HAPN ] | X Director 10% Owner X Officer (give title below) Other (specify below) CEO |
|
| C/O HAPPEN, INC. 88 KEARNY ST., SUITE 600 |
3. Date of Earliest Transaction (Month/Day/Year) 2026-07-01 |
|
| SAN FRANCISCO CA 94108 | 6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person |
|
| Rule 10b5-1(c) Transaction Indication X Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. |
nonderivative securities
| Non-Derivative Securities | ||||||||||
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
| 1. Title of Security | 2. Transaction Date (Month/Day/Year) |
2A. Deemed Execution Date, if any (Month/Day/Year) |
3. Transaction Code | 4. Securities Acquired (A) or Disposed Of (D) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) | 6. Ownership Form: Direct (D) or Indirect (I) | 7. Nature of Indirect Beneficial Ownership | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 07/01/2026 | S (1) | 25000 | D | $ 21.0011 (2) | 1536063 | D |
derivative securities
| Derivative Securities | |||||||||||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) |
|||||||||||||||
| 1. Title of Derivative Security | 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 | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) | 6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security | 8. Price of Derivative Security | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) | 10. Ownership Form: Direct (D) or Indirect (I) | 11. Nature of Indirect Beneficial Ownership | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |