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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 | ||||||||
| Class B Ordinary Shares | (1) | 04/30/2019 | J(2) | 3,750 | (1) | (1) | Class A Ordinary Shares | 3,750 | $ 0 | 7,500,000 | I (3) | See Footnote 3 | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Carroll John C/O ELLENOFF GROSSMAN & SCHOLE LLP 1345 AVENUE OF THE AMERICAS, 11TH FLOOR NEW YORK, NY 10105 |
X | X | Chief Executive Officer | |
| Act II Global LLC C/O ELLENOFF GROSSMAN & SCHOLE LLP 1345 AVENUE OF THE AMERICAS, 11TH FLOOR NEW YORK, NY 10105 |
X | |||
| /s/ John Carroll | 05/02/2019 | |
| **Signature of Reporting Person | Date | |
| /s/ John Carroll Managing Member of Act II Global LLC | 05/02/2019 | |
| **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) | As described in the issuer's registration statements on Form S-1 (File No. 333-230756) under the heading "Description of Securities--Founder Shares," the Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to certain adjustments described therein and has no expiration date. |
| (2) | As contemplated in connection with the initial public offering of the issuer, 3,750 Class B ordinary shares of the issuer were returned by Act II Global LLC (the "Sponsor") to the issuer for no consideration and cancelled because the underwriter's over-allotment option was not exercised in full. |
| (3) | These shares represent Class B ordinary shares acquired by the Sponsor pursuant to a subscription agreement dated as of February 14, 2019 by and between the Sponsor and the registrant. John Carroll, the Chief Executive Officer of the issuer, is the managing member of the Sponsor. Mr. Carroll has sole voting and dispositive control over the shares held by the Sponsor and may be deemed the beneficial owner of such shares. Mr. Carroll disclaims beneficial ownership of the ordinary shares held by the Sponsor other than to the extent of his pecuniary interest in such shares. |