UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF 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. | SEC 1473 (7-02) | ||
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. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Class B Ordinary Shares | (3) | (3) | Class A Ordinary Shares | 9,857,142 (4) | $ (3) | I | See Footnote (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
MIRRO JUSTIN E 1400 OLD COUNTRY ROAD SUITE 301 WESTBURY, NY 11590 |
X | X | See Remarks |
Justin Mirro, /s/ Justin Mirro | 03/01/2022 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(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) | These shares represent Class A ordinary shares, par value $0.0001 per share, held by Kensington Capital Sponsor IV LLC (the "Sponsor") that were acquired in the Company's initial public offering. |
(2) | As a managing member of the managing member of the Sponsor, the reporting person may be deemed to share beneficial ownership of the Class A ordinary shares and Class B ordinary shares held directly by the Sponsor, and disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly. |
(3) | As described in the issuer's registration statement on Form S-1 (File No. 333-262266) under the heading "Description of Securities-Founder Shares", the issuer's Class B ordinary shares, par value $0.0001 per share, will automatically convert into the issuer's Class A ordinary shares, par value $0.0001 per share, at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date. |
(4) | These shares represent Class B ordinary shares held by the Sponsor that were acquired pursuant to a subscription agreement by and between the Sponsor and the issuer. The Class B ordinary shares owned by the Sponsor include up to 1,285,714 shares that are subject to forfeiture to the extent the underwriters of the initial public offering of the issuer's securities do not exercise in full their over-allotment option as described in the issuer's registration statement. |
Remarks: Chairman and Chief Executive Officer |