Virtue J Edward's Form 4/A amendment
AmendedHolley Inc.HLLY · filed Aug 8, 2022
- Accession no.
- 0001437749-22-019361
- Filed
- Aug 8, 2022, 4:06 PM ET
- Trade date
- Jul 16, 2020-Jul 16, 2021
- Filing delay
- 753 days
- Rule 10b5-1 plan
- Not on the form (before 2023)
- Original filed
- Jul 19, 2021
This filing lists 4 non-derivative transactions and 6 derivative transactions. Open-market purchases total $11.0M. It was filed 753 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 |
|---|---|
| Virtue J EdwardCIK 0001268105 | 10% Owner |
| Ultramar Capital LtdCIK 0001268106 | 10% Owner |
| MidOcean Partners V, L.P.CIK 0001716464 | 10% Owner |
| Empower Sponsor Holdings LLCCIK 0001824500 | 10% Owner |
| Midocean Associates V, L.P.CIK 0001879336 | 10% Owner |
| Midocean Partners V Executive, L.P.CIK 0001879337 | 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 |
|---|---|---|---|---|---|---|---|---|
| Jul 16, 2020 | Common Stock | CConversionAcquired | +6,250,000 | –F1 | – | 6,250,000 | Direct | |
| Jul 16, 2020 | Common Stock | PPurchaseAcquired | +4,975,000 | –F3 | – | 4,975,000 | Indirect | |
| Jul 16, 2020 | Common Stock | PPurchaseAcquired | +25,000 | –F5 | – | 25,000 | Indirect | |
| Jul 16, 2020 | Common Stock | PPurchaseAcquired | +1,100,000 | $10.00 | +$11,000,000 | 6,075,000 | Indirect |
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 |
|---|---|---|---|---|---|---|---|---|
| Aug 21, 2020 | Common Stock | PPurchaseAcquired | +7,187,500 | –F8 | – | 7,187,500 | Direct | |
| Oct 9, 2020 | Common Stock | PPurchaseAcquired | +4,666,667 | $1.50 | +$7,000,000.5 | 4,666,667 | Direct | |
| Nov 23, 2020 | Common Stock | JOtherDisposed | −937,500 | –F10 | – | 6,250,000 | Direct | Duplicate filing |
| Jul 16, 2021 | Common Stock | CConversionDisposed | −6,250,000 | –F1 | – | 0 | Direct | Duplicate filing |
| Jul 16, 2021 | Common Stock | PPurchaseAcquired | +1,658,333 | –F3 | – | 1,658,333 | Indirect | |
| Jul 16, 2021 | Common Stock | PPurchaseAcquired | +8,333 | –F5 | – | 8,333 | Indirect |
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
As described in the registration statement on Form S-1 (File No. 333-248899) filed by the issuer (the "Form S-1"), under the heading "Description of Securities," the issuer's Class B ordinary shares were automatically convertible into the issuer's Class A ordinary shares at the time of the issuer's initial business combination or earlier at the option of the holders thereof, on a one-for-one basis, subject to certain adjustments described therein, and had no expiration date. The issuer consummated its initial business combination on July 16, 2021, whereby, among other things, (i) Class B ordinary shares automatically converted into Class A ordinary shares on a one-for-one basis and (ii) the issuer redomesticated as a Cayman Islands company to a Delaware corporation and in connection therewith the Class A ordinary shares were redesignated as Common Stock.
Referenced by the price of 1 transaction in Table I and 1 transaction in Table II.
- F2
Empower Sponsor Holdings LLC ("Sponsor") is the record holder of the securities reported. The managing member of the Sponsor is MidOcean Associates V, L.P. The general partner of MidOcean Associates V, L.P. is Ultramar Capital, Ltd., which is controlled by James Edward Virtue. Each of MidOcean Associates V, L.P., Ultramar Capital, Ltd. and Mr. Virtue disclaim beneficial ownership of the securities held of record by any other person except to the extent of their respective pecuniary interests therein.
- F3
On July 16, 2021, MidOcean Partners V, L.P. ("Partners") acquired 4,975,000 units of the issuer, comprising 4,975,000 shares of Common Stock and 1,658,333 public warrants (the "FPA Public Warrants") in a private placement at a purchase price of $10.00 per unit (the "A&R FPA"). Upon consummation of the business combination, which closed on July 16, 2021, the units were separated into the underlying Common Stock and FPA Public Warrants. The FPA Public Warrants become exercisable at any time commencing on the later of one year from the closing of the issuer's initial public offering, which occurred on October 9, 2020, and 30 days after the completion of issuer's initial business combination, which closed on July 16, 2021, and expire five years after the completion of the initial business combination or earlier upon redemption or liquidation. Each FPA Public Warrant is exercisable for one share of Common Stock at an exercise price of $11.50 per share, subject to adjustment.
Referenced by the price of 1 transaction in Table I and 1 transaction in Table II.
- F4
Partners is the record holder of the securities reported. The general partner of Partners is MidOcean Associates V, L.P. The general partner of MidOcean Associates V, L.P. is Ultramar Capital, Ltd., which is controlled by James Edward Virtue. Each of MidOcean Associates V, L.P., Ultramar Capital, Ltd. and Mr. Virtue disclaim beneficial ownership of the securities held of record by any other person except to the extent of their respective pecuniary interests therein.
- F5
On July 16, 2021, MidOcean Partners V Executive, L.P. ("Executive") acquired 25,000 units of issuer, comprising 25,000 shares of Common Stock and 8,333 FPA Public Warrants at a purchase price of $10.00 per unit pursuant to the A&R FPA. Upon consummation of the business combination, which closed on July 16, 2021, the units were separated into the underlying Common Stock and FPA Public Warrants. The FPA Public Warrants become exercisable at any time commencing on the later of one year from the closing of the issuer's initial public offering, which occurred on October 9, 2020, and 30 days after the completion of issuer's initial business combination, which closed on July 16, 2021, and expire five years after the completion of the initial business combination or earlier upon redemption or liquidation. Each FPA Public Warrant is exercisable for one share of Common Stock at an exercise price of $11.50 per share, subject to adjustment.
Referenced by the price of 1 transaction in Table I and 1 transaction in Table II.
- F6
Executive is the record holder of the securities reported. The general partner of Executive is MidOcean Associates V, L.P. The general partner of MidOcean Associates V, L.P. is Ultramar Capital, Ltd., which is controlled by James Edward Virtue. Each of MidOcean Associates V, L.P., Ultramar Capital, Ltd. and Mr. Virtue disclaim beneficial ownership of the securities held of record by any other person except to the extent of their respective pecuniary interests therein.
- F7
On July 16, 2021, Partners acquired 1,100,000 shares of Common Stock in a private placement separate from the securities acquired pursuant to the A&R FPA discussed in footnote 3.
- F8
Pursuant to that certain Securities Subscription Agreement, dated August 21, 2020, by and between the issuer and Sponsor (as filed as exhibit 10.6 to the Form S-1), 7,187,500 Class B ordinary shares were issued to Sponsor for an aggregate capital contribution of $25,000.
Referenced by the price of 1 transaction in Table II.
- F9
On October 9, 2020, substantially concurrent with the consummation of the issuer's initial public offering, Sponsor acquired 4,666,667 private placement warrants of issuer (the "Private Placement Warrants") each exercisable for a Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment. Upon consummation of the issuer's initial business combination described in footnote 1, the terms of the Private Placement Warrants were automatically amended to represent a right to acquire an equivalent number of shares of Common Stock of the issuer at an exercise price of $11.50 per share, subject to adjustment. The Private Placement Warrants become exercisable at any time commencing on the later of one year from the closing of the issuer's initial public offering, which occurred on October 9, 2020, and 30 days after the completion of issuer's initial business combination, which closed on July 16, 2021, and expire five years after the completion of the initial business
- F10
The Sponsor forfeited the securities reported for no consideration in connection with the underwriters' election to not exercise their over-allotment option granted to the underwriters in connection with the issuer's initial public offering.
Referenced by the price of 1 transaction in Table II.
Remarks
This amendment to the Statement of Changes of Beneficial Ownership on Form 4, filed with the Securities and Exchange Commission on July 19, 2021 (the "Original Filing"), is being filed solely to include additional information inadvertently omitted with respect to the acquisitions of securities on July 16, 2021, as set forth herein.