4//SEC Filing
Provident Acquisition Holdings Ltd. 4
Accession 0000950103-21-000393
CIK 0001830531other
Filed
Jan 11, 7:00 PM ET
Accepted
Jan 12, 4:30 PM ET
Size
26.5 KB
Accession
0000950103-21-000393
Insider Transaction Report
Form 4
Kartono Winato
Director
Transactions
- Award
Private Placement Warrants
2021-01-12+6,000,000→ 6,000,000 total(indirect: See Footnotes)→ Class A Ordinary Shares (6,000,000 underlying) - Sale
Class B Ordinary Shares
2021-01-12−312,500→ 5,327,500 total(indirect: See Footnotes)→ Class A Ordinary Shares (312,500 underlying)
Beng Michael Aw Soon
Director
Transactions
- Sale
Class B Ordinary Shares
2021-01-12−312,500→ 5,327,500 total(indirect: See Footnotes)→ Class A Ordinary Shares (312,500 underlying) - Award
Private Placement Warrants
2021-01-12+6,000,000→ 6,000,000 total(indirect: See Footnotes)→ Class A Ordinary Shares (6,000,000 underlying)
Hoffmann Andrew Joseph
Director
Transactions
- Award
Private Placement Warrants
2021-01-12+6,000,000→ 6,000,000 total(indirect: See Footnotes)→ Class A Ordinary Shares (6,000,000 underlying) - Sale
Class B Ordinary Shares
2021-01-12−312,500→ 5,327,500 total(indirect: See Footnotes)→ Class A Ordinary Shares (312,500 underlying)
Provident Acquisition Holdings Ltd.
Director10% Owner
Transactions
- Award
Private Placement Warrants
2021-01-12+6,000,000→ 6,000,000 total(indirect: See Footnotes)→ Class A Ordinary Shares (6,000,000 underlying) - Sale
Class B Ordinary Shares
2021-01-12−312,500→ 5,327,500 total(indirect: See Footnotes)→ Class A Ordinary Shares (312,500 underlying)
Footnotes (7)
- [F1]Pursuant to that certain Sponsor Warrants Purchase Agreement, dated January 7, 2021, by and between the Issuer and Provident Acquisition Holdings Ltd. (the "Sponsor"), the Sponsor purchased from the Issuer 6,000,000 warrants of the Issuer (each, a "Private Placement Warrant") for an aggregate purchase price of $6,000,000, as described in the Issuer's Registration Statement on Form S-1/A (File No. 333-251571) filed with the Securities and Exchange Commission on December 31, 2020 (the "Registration Statement").
- [F2]Each Private Placement Warrant is exercisable to purchase one Class A Ordinary Share of the Issuer ("Class A Share") at an exercise price of $11.50 per share. As described in the Registration Statement, the Private Placement Warrants are identical to the warrants sold in connection with the Issuer's initial public offering ("IPO"), except that the Private Placement Warrants, so long as they are held by the Sponsor or its permitted transferees, (i) will not be redeemable by the Issuer, (ii) may not (including the Class A Shares issuable upon exercise of such warrants), subject to certain limited exceptions, be transferred, assigned or sold by until 30 days after the completion of the Issuer's initial business combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights.
- [F3]The Private Placement Warrants will expire upon the 24-month anniversary of the closing of the Issuer's IPO if the Issuer's initial business combination is not been completed prior to such date.
- [F4]Reflects the transfer by the Sponsor of 312,500 Class B Ordinary Shares of the Issuer ("Class B Shares") to WF Asian Reconnaissance Fund Limited upon the closing of the Issuer's IPO for no cash consideration, as described in the Registration Statement.
- [F5]Reflects Class B Shares held by the Sponsor. Class B Shares will automatically convert into Class A Shares on a one-for-one basis (subject to certain adjustments, including for share sub-divisions, share capitalizations, reorganizations, recapitalizations and other transactions) concurrently with or immediately following the consummation of the Issuer's initial business combination, as described in the Registration Statement. The Class B Shares have no expiration date.
- [F6]Any actions (including voting and dispositive decisions) by the Sponsor with respect to the reported securities are made by the Board of Directors of the Sponsor, which consists of three individuals--Winato Kartono, Michael Aw Soon Beng and Andrew Joseph Hoffmann. Each director has one vote, and the approval of two of the three directors of the Sponsor's Board of Directors is required to approve any action of the Sponsor. Each of Messrs. Kartono, Beng and Hoffmann are also shareholders of the Sponsor and members of the Issuer's Board of Directors.
- [F7]Under the so-called "rule of three," if voting and dispositive decisions regarding an entity's securities are made by two or more individuals, and a voting and dispositive decision requires the approval of a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity's securities. Therefore, none of Messrs. Kartono, Beng or Hoffmann exercises voting or dispositive control over any of the securities held by the Sponsor, even those in which he holds any direct or indirect pecuniary interest. Accordingly, none of them are be deemed to have or share beneficial ownership over the reported securities, and the filing of this Form 4 shall not be deemed an admission that any of Messrs. Kartono, Beng or Hoffmann have or share beneficial ownership over the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise.
Documents
Issuer
Provident Acquisition Corp.
CIK 0001830531
Entity typeother
IncorporatedCayman Islands
Related Parties
1- filerCIK 0001838682
Filing Metadata
- Form type
- 4
- Filed
- Jan 11, 7:00 PM ET
- Accepted
- Jan 12, 4:30 PM ET
- Size
- 26.5 KB