4//SEC Filing
Crixus BH3 Sponsor, LLC 4
Accession 0000950170-23-059665
CIK 0001851612other
Filed
Nov 5, 7:00 PM ET
Accepted
Nov 6, 8:31 PM ET
Size
11.9 KB
Accession
0000950170-23-059665
Insider Transaction Report
Form 4
BH3 Sponsor LLC
10% Owner
Transactions
- Sale
Class B Common Stock
2023-11-02−578,191→ 561,051 total→ Class A Common Stock (578,191 underlying) - Sale
Class A Common Stock
2023-11-02−2,200,940→ 799,060 total
Freedman Gregory
DirectorSee Remarks10% Owner
Transactions
- Sale
Class A Common Stock
2023-11-02−2,200,940→ 799,060 total - Sale
Class B Common Stock
2023-11-02−578,191→ 561,051 total→ Class A Common Stock (578,191 underlying)
Lebensohn Daniel
DirectorCo-Chief Executive Officer10% Owner
Transactions
- Sale
Class A Common Stock
2023-11-02−2,200,940→ 799,060 total - Sale
Class B Common Stock
2023-11-02−578,191→ 561,051 total→ Class A Common Stock (578,191 underlying)
Footnotes (3)
- [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.
- [F2]The securities are held directly by the Sponsor and excludes 2,240,000 shares of Class A Common Stock underlying 2,240,000 private placement warrants of the Issuer. The Sponsor is controlled by BH3 Management LLC, an entity owned and controlled indirectly by Daniel Lebensohn and Gregory Freedman. Each of Messrs. Lebensohn and Freedman indirectly share voting and dispositive power over the securities held by the Sponsor and may be deemed to beneficially own the securities held by the Sponsor. Mr. Lebensohn and Mr. Freedman disclaim beneficial ownership of the securities held by the Sponsor except to the extent of their pecuniary interest therein.
- [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).
Documents
Issuer
Focus Impact BH3 Acquisition Co
CIK 0001851612
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001851602
Filing Metadata
- Form type
- 4
- Filed
- Nov 5, 7:00 PM ET
- Accepted
- Nov 6, 8:31 PM ET
- Size
- 11.9 KB