3//SEC Filing
CIIG Management LLC 3
Accession 0001213900-19-026066
CIK 0001789760other
Filed
Dec 11, 7:00 PM ET
Accepted
Dec 12, 8:00 PM ET
Size
6.4 KB
Accession
0001213900-19-026066
Insider Transaction Report
Form 3
CIIG Merger Corp.CIICU
CIIG Management LLC
10% Owner
Holdings
Class B Common Stock
→ Class A Common Stock (5,821,875 underlying)
Footnotes (3)
- [F1]As described in the issuer's registration statement on Form S-1 (File No. 333-235158) (the "Registration Statement") under the heading "Description of Securities--Founder Shares," the shares of Class B Common Stock, par value $0.0001 per share ("Class B Common Stock"), will automatically be converted into shares of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), at the time of the issuer's initial business combination, on a one-for-one basis, subject to certain adjustments described therein and have no expiration date.
- [F2]These shares represent Class B Common Stock held by CIIG Management LLC (the "Sponsor") that were acquired pursuant to a subscription agreement by and between the Sponsor and the issuer. On November 20, 2019, the issuer effected a stock dividend of 1.125 shares for each share of Class B Common Stock outstanding. On November 21, 2019, the Sponsor and the issuer entered into a cancellation agreement pursuant to which the Sponsor forfeited 646,875 shares of Class B Common Stock. The Class B Common Stock owned by the Sponsor includes up to 759,375 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]F. Peter Cuneo, the issuer's Chief Executive Officer and Chairman, Gavin Cuneo, the issuer's Chief Operating Officer and Director, and Michael Minnick, the issuer's Chief Investment Officer and Director, 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. Cuneo, Cuneo and Minnick may be deemed to share beneficial ownership of the shares of Class B Common Stock held directly by the Sponsor. Each of Messrs. Cuneo, Cuneo and Minnick disclaims 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
CIIG Merger Corp.
CIK 0001789760
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001789763
Filing Metadata
- Form type
- 3
- Filed
- Dec 11, 7:00 PM ET
- Accepted
- Dec 12, 8:00 PM ET
- Size
- 6.4 KB