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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
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 (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Warrant (right to buy) | $ 11.5 | 11/17/2021 | J | 3,562,000 | (6) | 09/29/2026 | Common Stock | 3,562,000 | $ 11.5 | 0 | I | Held by Galileo Founders Holdings, L.P. (2) | |||
Warrant (right to buy) | $ 11.5 | 11/17/2021 | J | 500,000 | (6) | 09/29/2026 | Common Stock | 500,000 | $ 11.5 | 0 | I | Held by Galileo Founders Holdings, L.P. (2) | |||
Warrant (right to buy) | $ 11.5 | 11/17/2021 | J | 298,408 | (6) | 09/29/2026 | Common Stock | 298,408 | $ 11.5 | 298,408 (5) | I | Held by Ampla Capital, LLC (4) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Recchi Alberto 30-02 48TH AVENUE LONG ISLAND CITY, NY 11101 |
X |
/s/ Jennifer Walsh, Attorney-in-Fact | 11/19/2021 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | On November 17, 2021, Galileo Founders Holdings, L.P. (the "Sponsor") dissolved and effected a pro rata distribution-in-kind to its members, comprising 2,760,000 shares of the Issuer's common stock, par value $0.0001 per share ("Common Stock") and 4,062,000 private warrants (the "Distribution"). |
(2) | The Reporting Person, through an entity he controls (Ampla Capital, LLC), is a director and officer of the Sponsor. As such, Mr. Recchi may be deemed to have beneficial ownership of the shares held directly by the Sponsor. |
(3) | Represents 653,123 shares of Common Stock received by the Reporting Person in the Distribution. The acquisition of such shares by the Reporting Person is exempt from Section 16 of the Securities Exchange Act of 1934, as amended pursuant to Rule 16a-9 thereunder. |
(4) | The Reporting Person may be deemed to have voting and dispositive power over the securities held by Ampla Capital, LLC, and as such, may be deemed to have beneficial ownership of the securities held directly by Ampla Capital, LLC. |
(5) | Represents 298,408 private warrants to purchase shares of Common Stock received by the Reporting Person in the Distribution. The acquisition of such shares by the Reporting Person is exempt from Section 16 of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16a-9 thereunder. |
(6) | Immediately exercisable. |