Virtue J Edward 的 Form 4/A 修正申報
修正Holley Inc.HLLY，2022/8/8 申報
- 申報編號
- 0001437749-22-019361
- 申報時間
- 2022/8/8 16:06 ET
- 交易日
- 2020/7/16-2021/7/16
- 申報延遲
- 753 天
- 10b5-1 計畫
- 表單沒有這欄（2023 年以前）
- 原始申報日
- 2021/7/19
這份申報列了 4 筆非衍生性交易、6 筆衍生性交易。公開市場買進合計 $1,100 萬。交易後 753 天申報。
申報人
一份 Form 4 可以有好幾位申報人，例如本人與他控制的基金。各交易表上顯示的是第一位。
| 申報人 | 與公司的關係 |
|---|---|
| Virtue J EdwardCIK 0001268105 | 持股 10% 以上大股東 |
| Ultramar Capital LtdCIK 0001268106 | 持股 10% 以上大股東 |
| MidOcean Partners V, L.P.CIK 0001716464 | 持股 10% 以上大股東 |
| Empower Sponsor Holdings LLCCIK 0001824500 | 持股 10% 以上大股東 |
| Midocean Associates V, L.P.CIK 0001879336 | 持股 10% 以上大股東 |
| Midocean Partners V Executive, L.P.CIK 0001879337 | 持股 10% 以上大股東 |
非衍生性證券（表 I）
普通股等股票的取得與處分，每一列是申報上的一筆。
衍生性證券（表 II）
選擇權、認股權證、限制型股票單位等。股數是標的股票的股數；單價與金額是衍生證券本身的價格，交易後持有是衍生證券的單位數。
| 交易日 | 證券 | 交易 | 標的股數 | 單價 | 金額 | 交易後持有 | 持有方式 | 旗標 |
|---|---|---|---|---|---|---|---|---|
| 2020/8/21 | Common Stock | P買進取得 | +7,187,500 | –F8 | – | 7,187,500 | 直接 | |
| 2020/10/9 | Common Stock | P買進取得 | +4,666,667 | $1.50 | +$7,000,000.5 | 4,666,667 | 直接 | |
| 2020/11/23 | Common Stock | J其他處分 | −937,500 | –F10 | – | 6,250,000 | 直接 | 重複申報 |
| 2021/7/16 | Common Stock | C轉換處分 | −6,250,000 | –F1 | – | 0 | 直接 | 重複申報 |
| 2021/7/16 | Common Stock | P買進取得 | +1,658,333 | –F3 | – | 1,658,333 | 間接 | |
| 2021/7/16 | Common Stock | P買進取得 | +8,333 | –F5 | – | 8,333 | 間接 |
附註與備註
本站收錄交易價格引用的附註、修正申報（Form 4/A）的全部附註，以及申報的備註。其他附註，例如間接持有的方式、交易計畫的細節，請看 SEC EDGAR 上的原文。
- 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.
表 I 有 1 筆、表 II 有 1 筆交易的價格引用這則附註。
- 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.
表 I 有 1 筆、表 II 有 1 筆交易的價格引用這則附註。
- 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.
表 I 有 1 筆、表 II 有 1 筆交易的價格引用這則附註。
- 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.
表 II 有 1 筆交易的價格引用這則附註。
- 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.
表 II 有 1 筆交易的價格引用這則附註。
備註
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.