Golden Falcon Sponsor Group, LLC 3
3 · Golden Falcon Acquisition Corp. · Filed Dec 17, 2020
Insider Transaction Report
Form 3
Golden Falcon Sponsor Group, LLC
10% Owner
Holdings
Class B Common Stock
→ Class A Common Stock (8,475,000 underlying)
Footnotes (3)
- [F1]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. 333-251058).
- [F2]Includes up to 1,125,000 shares subject to forfeiture depending on the extent to which the underwriters' over-allotment option is exercised, if at all.
- [F3]This Form 3 is being filed by Golden Falcon Sponsor Group, LLC, the sponsor of the issuer (the "Sponsor"). The Sponsor is governed by a board of managers consisting of three managers, Makram Azar, Scott J. Freidheim and Eli Muraidekh. Any action by the Sponsor with respect to the Issuer or the Issuer's securities held by the Sponsor, including voting and dispositive decisions, requires at least a majority vote of the managers of the board of managers. Under the so-called "rule of three," because voting and dispositive decisions are made by a majority of the managers, none of the managers is deemed to be a beneficial owner of Issuer's securities held by the Sponsor, even those in which such manager holds a pecuniary interest. Accordingly, none of the managers on Sponsor's board of managers is deemed to have or share beneficial ownership of the shares of Class B common stock held by the Sponsor.