CSPR Casper Sleep Inc

FORM 4 [X] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES                                                                                   
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5                       
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940                       

1. Name and Address of Reporting Person * Reiss Dani	2. Issuer Name and Ticker or Trading Symbol Casper Sleep Inc. [ CSPR ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director                    _____ 10% Owner _____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle) C/O CASPER SLEEP INC., 3 WTC 175 GREENWICH ST. FL. 40	3. Date of Earliest Transaction (MM/DD/YYYY) 1/25/2022
(Street) NEW YORK, NY 10007 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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	1/25/2022		D		43518	D	$6.90 (1)(2)	0	D
Common Stock	1/25/2022		D		90537	D	$6.90 (1)	0	I	See Footnote (3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 of Derivative Security: 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
Stock Option	$15.9	1/25/2022		D			25000	(4)	3/24/2029	Common Stock	25000.0	$0 (5)	0	D
Stock Option	$15.9	1/25/2022		D			60000	(6)	3/24/2029	Common Stock	60000.0	$0 (5)	0	D

Explanation of Responses:
(1)	Reflects disposition in connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of November 14, 2021 (the "Merger Agreement"), by and among Casper Sleep Inc. (the "Issuer"), Marlin Parent, Inc. and Marlin Merger Sub, Inc. ("Merger Sub"). On January 25, 2022, upon the closing of the merger of Merger Sub with and into the Issuer (the "Merger") contemplated by the Merger Agreement, each share of common stock of the Issuer, par value $0.000001 per share, was cancelled and automatically converted into the right to receive an amount in cash equal to $6.90 (the "Merger Consideration"), without interest, subject to applicable withholding taxes.
(2)	In accordance with the Merger Agreement, each restricted stock unit award ("RSU Award") of the Issuer outstanding immediately prior to the effective time of the Merger (whether vested or unvested) was cancelled and converted into the right to receive an amount in cash, subject to applicable withholding taxes, equal to the Merger Consideration multiplied by the number of shares of Issuer common stock subject to such RSU Award.
(3)	The shares reported herein were held by DTR LLC. The Reporting Person indirectly controls DTR LLC and therefore may be deemed to hold voting and dispositive power with respect to these shares. The Reporting Person disclaims beneficial ownership of the shares held by DTR LLC except to the extent of his pecuniary interest therein, if any.
(4)	The options were fully vested and exercisable.
(5)	In accordance with the Merger Agreement, each option to acquire common stock of the Issuer that was unvested or had a per share exercise price equal to or greater than the Merger Consideration was cancelled for no consideration as of the effective time of the Merger.
(6)	The options provided for vesting in equal monthly installments over a four year period commencing on April 25, 2019, and would have been fully vested and exercisable on March 25, 2023.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Reiss Dani C/O CASPER SLEEP INC. 3 WTC 175 GREENWICH ST. FL. 40 NEW YORK, NY 10007	X

Signatures
/s/ Michael Monahan, Attorney-in-Fact for Dani Reiss		1/26/2022
**Signature of Reporting Person		Date