4: Statement of changes in beneficial ownership of securities
Published on November 24, 2020
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Class B Common Stock | (1) | 11/22/2020 | D(1) | 969,375 | (2) | (2) | Class A Common Stock | 969,375 | $ 0 | 6,462,500 | D (3) |
Reporting Owners
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
TJF, LLC C/O LANDCADIA HOLDINGS III, INC. 1510 WEST LOOP SOUTH HOUSTON, TX 77027 |
X | X | Chief Executive Officer | |
FERTITTA TILMAN J C/O LANDCADIA HOLDINGS III, INC. 1510 WEST LOOP SOUTH HOUSTON, TX 77027 |
X | X | Chief Executive Officer |
Signatures
/s/ Steven L. Scheinthal, Attorney-in-Fact for TJF, LLC | 11/24/2020 | |
**Signature of Reporting Person | Date | |
/s/ Steven L. Scheinthal, Attorney-in-Fact for Tilman J. Fertitta | 11/24/2020 | |
**Signature of Reporting Person | Date |
Explanation of Responses:
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | On November 24, 2020, TJF, LLC forfeited at no cost 969,375 shares of Class B common stock of the Issuer, which was exempted pursuant to Rule 16b-3(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in connection with the election by the underwriters of the Issuer's initial public offering of units to not exercise an option granted to them to cover over-allotments. |
(2) | The shares of Class B common stock are convertible for shares of the Issuer's Class A common stock as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-248856) (the "Registration Statement") and have no expiration date. |
(3) | The securities are held directly by TJF, LLC. Tilman J. Fertitta owns and controls TJF, LLC and has voting and dispositive control over the securities held directly by TJF, LLC |