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                                                                                   
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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 * Arel Emilie	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 __X__ Officer (give title below)    _____ Other (specify below) President & CEO
(Last)          (First)          (Middle) C/O CASPER SLEEP INC. THREE WORLD TRADE, 175 GREENWHICH STREET, FLOOR 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		129562	D	$6.90 (1)	338632	D
Common Stock	1/25/2022		D		338632	D	$6.90 (2)(3)	0	D

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	$19.65	1/25/2022		D			570000	(4)	7/18/2029	Common Stock	570000.0	$0 (5)	0	D

Explanation of Responses:
(1)	Prior to the merger of Merlin Merger Sub, Inc. ("Merger Sub") with and into Casper Sleep Inc. (the "Issuer") (the "Merger") contemplated by the Agreement and Plan of Merger, dated as of November 14, 2021 (the "Merger Agreement"), by and among the Issuer, Marlin Parent, Inc. and Merger Sub, the Reporting Person contributed 129,562 shares of the Issuer's common stock to a limited partnership affiliated with Durational Capital Management, LP in exchange for units of the limited partnership. The Issuer shares were valued at $6.90 per share, which is the amount equal to the Merger Consideration (as defined below).
(2)	Reflects disposition in connection with the consummation of the transactions contemplated by the Merger Agreement. On January 25, 2022, upon the closing of the Merger, 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.
(3)	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.
(4)	The option provided for vesting as to 25% of the shares on July 15, 2020 and (i) in 36 monthly installments of 10,625 shares thereafter until July 15, 2023 and (ii) in 12 monthly installments of 3,750 shares thereafter until July 15, 2024.
(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.

Remarks: Exhibit 24 - Power of Attorney.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Arel Emilie C/O CASPER SLEEP INC. THREE WORLD TRADE 175 GREENWHICH STREET, FLOOR 40 NEW YORK, NY 10007	X		President & CEO

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