3//SEC Filing
OEP Open Water I Holdings, LLC 3
Accession 0001104659-21-006405
CIK 0001824677other
Filed
Jan 20, 7:00 PM ET
Accepted
Jan 21, 9:46 PM ET
Size
6.2 KB
Accession
0001104659-21-006405
Insider Transaction Report
Form 3
OEP Open Water I Holdings, LLC
10% Owner
Holdings
Class B common stock
→ Class A common stock (8,525,000 underlying)
Footnotes (3)
- [F1]As described in the issuer's registration statement on Form S-1 (File No. 333- 251925) under the heading "Description of Securities--Founder Shares", the Class B common stock, par value $0.0001, will automatically convert into Class A common stock, par value $0.0001, of the issuer at the time of the issuer's initial business combination on a one-for-one basis, subject to adjustment for share splits, share capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.
- [F2]The Class B common stock owned by the reporting person include up to 1,125,000 shares that are subject to forfeiture to the extent the underwriters of the initial public offering of the issuer's securities do not exercise in full their over-allotment option as described in the issuer's registration statement.
- [F3]This Form 3 is being filed by OEP Open Water I Holdings, LLC ("Sponsor"). There are three managers of Sponsor's board of managers. Each manager has one vote, and the approval of a majority is required to approve an action of Sponsor. Under the so-called "rule of three", if voting and dispositive decisions regarding an entity's securities are made by three or more individuals, and a voting or 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. This is the situation with regards to Sponsor. Based upon the foregoing analysis, no individual manager of Sponsor exercises voting or dispositive control over any of the securities held by Sponsor, even those in which he or she directly holds a pecuniary interest. Accordingly, none of them will be deemed to have or share beneficial ownership of such securities.
Documents
Issuer
One Equity Partners Open Water I Corp.
CIK 0001824677
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001824710
Filing Metadata
- Form type
- 3
- Filed
- Jan 20, 7:00 PM ET
- Accepted
- Jan 21, 9:46 PM ET
- Size
- 6.2 KB