Crixus BH3 Sponsor, LLC's Form 4 filing
Focus Impact BH3 Acquisition Co (BHAC) · filed Nov 6, 2023
- Accession no.
- 0000950170-23-059665
- Filed
- Nov 6, 2023, 8:31 PM ET
- Trade date
- Nov 2, 2023
- Filing delay
- 4 days
- Rule 10b5-1 plan
- Not checked
This filing lists 1 non-derivative transaction and 1 derivative transaction. It was filed 4 days after the trade.
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| Crixus BH3 Sponsor, LLCCIK 0001851602 | Director, 10% Owner |
| Lebensohn DanielCIK 0001863939 | Director, 10% Owner |
| Freedman GregoryCIK 0001863953 | 10% Owner |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Nov 2, 2023 | Class A Common Stock | SSaleDisposed | −2,200,940 | –F1 | – | 799,060 | Direct |
Derivative securities (Table II)
Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.
| Trade date | Security | Transaction | Underlying shares | Unit price | Value | Held after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Nov 2, 2023 | Class A Common Stock | SSaleDisposed | −578,191 | –F3 | – | 561,051 | Direct |
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- F1
On September 27, 2023, the Issuer, Crixus BH3 Sponsor LLC (the "Sponsor") and Focus Impact BHAC Sponsor (the "New Sponsor") entered into a Purchase Agreement, pursuant to which the New Sponsor agreed to purchase an aggregate of 3,746,303 shares of common stock and 4,160,000 private placement warrants from the Sponsor and each of its anchor investors for an aggregate purchase price of $16,288.27. This Form 4 reflects the Sponsor's transfer of 2,200,940 shares of Class A Common Stock and 578,191 shares of Class B Common Stock to the New Sponsor.
Referenced by the price of 1 transaction in Table I.
- F3
The shares of Class B Common Stock have no expiration date and will automatically convert into shares of Class A Common Stock 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 adjustment as set forth in the Issuer's registration statement on Form S-1 (File No. 333-259269).
Referenced by the price of 1 transaction in Table II.