3//SEC Filing
Software Acquisition Holdings LLC 3
Accession 0001213900-19-024143
CIK 0001776909other
Filed
Nov 18, 7:00 PM ET
Accepted
Nov 19, 7:30 PM ET
Size
6.3 KB
Accession
0001213900-19-024143
Insider Transaction Report
Form 3
Software Acquisition Holdings LLC
10% Owner
Holdings
Class B Common Stock
→ Class A Common Stock (3,737,500 underlying)
Footnotes (3)
- [F1]As described in the issuer's registration statement on Form S-1 (File No. 333-234327) (the "Registration Statement") under the heading "Description of Securities--Founder Shares," the shares of Class B common stock, par value $0.0001 per share, will automatically be converted into shares of Class A common stock, par value $0.0001 per share, at the time of the issuer's initial business combination, or at any time prior thereto at the option of the holder, on a one-for-one basis, subject to certain adjustments described therein.
- [F2]These shares represent Class B common stock held by Software Acquisition Holdings LLC (the "Sponsor") acquired pursuant to a subscription agreement by and between the Sponsor and the issuer, and reflect a 1.04-to-one stock split of the Class B common stock, approved by the issuer's board of directors on November 19, 2019. The Class B common stock owned by the Sponsor includes up to 487,500 shares that are subject to forfeiture in the event the underwriters of the issuer's initial public offering do not exercise in full their over-allotment option as described in the issuer's Registration Statement.
- [F3]Jonathan S. Huberman, the Chairman, Chief Executive Officer and Chief Financial Officer of the issuer, Mike Nikzad, the issuer's Vice President of Acquisitions and member of the issuer's board of directors, and AKN Investments II, LLC, an entity owned and controlled by Mr. Andrew K. Nikou, a member of the issuer's board of directors, are the managing members of the Sponsor and have voting and investment discretion with respect to the securities held by the Sponsor. As such, Messrs. Huberman, Nikzad and Nikou may be deemed to share beneficial ownership of the shares of Class B common stock held directly by the Sponsor. Each of Messrs. Huberman, Nikzad and Nikou disclaim any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
Documents
Issuer
Software Acquisition Group Inc.
CIK 0001776909
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001776907
Filing Metadata
- Form type
- 3
- Filed
- Nov 18, 7:00 PM ET
- Accepted
- Nov 19, 7:30 PM ET
- Size
- 6.3 KB