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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) | ||
| 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 ordinary shares | (1) | 12/08/2020 | J(2) | 218,094.50 | (1) | (1) | Class A ordinary shares | 4,094,405.50 | $ 0 | 4,094,405.50 | D (3) (4) | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Genesis Park Holdings 2000 EDWARDS STREET, SUITE B HOUSTON, TX 77007 |
X | X | ||
| Genesis Park II LP 2000 EDWARDS STREET, SUITE B HOUSTON, TX 77007 |
X | X | ||
| Genesis Park II GP LLC 2000 EDWARDS STREET, SUITE B HOUSTON, TX 77007 |
X | X | ||
| Genesis Park Holdings, By: /s/ Willkie Farr & Gallagher LLP, Attorney-in-Fact | 12/08/2020 | |
| **Signature of Reporting Person | Date | |
| Genesis Park II LP, By: /s/ Willkie Farr & Gallagher LLP, Attorney-in-Fact | 12/08/2020 | |
| **Signature of Reporting Person | Date | |
| Genesis Park II GP LLC, By: /s/ Willkie Farr & Gallagher LLP, Attorney-in-Fact | 12/08/2020 | |
| **Signature of Reporting Person | Date |
| * | 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) | As described in the issuer's registration statement on Form S-1 (File No. 333-249066) under the heading "Description of Securities - Founder Shares," Class B ordinary shares of the issuer, par value $0.0001 per share ("Class B Shares"), will automatically convert into Class A ordinary shares of the issuer, par value $0.0001 per share ("Class A Shares"), at the time of the issuer's initial business combination, on a one-for-one basis, subject to certain adjustment, and have no expiration date. |
| (2) | Forfeiture to the issuer for no consideration because the underwriter for the issuer's initial public offering did not fully exercise the over-allotment option. |
| (3) | Class B ordinary shares held directly by Genesis Park Holdings, the reporting person (the "Sponsor"). Genesis Park II LP (the "Managing Member") is the manager of the Sponsor, and as such, has voting and investment discretion with respect to the ordinary shares held of record by the Sponsor and may be deemed to have shared beneficial ownership of the ordinary shares held directly by the Sponsor. The general partner of the Managing Member is Genesis Park II GP LLC (the "General Partner"), which may be deemed to have shared beneficial ownership of the ordinary shares held directly by the Sponsor. The managers of HSG GP LLC, which is the general partner of Genesis Park Holdco LP, the manager of the General Partner, are Paul W. Hobby, who serves as a director and the Chief Executive Officer of the issuer, Peter Shaper and Steven Gibson. |
| (4) | (continued from footnote 3) Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. |
| Remarks: Paul Hobby, a manager of HSG GP LLC, serves on the board of directors of the issuer. For purposes of Section 16 of the Securities Exchange Act of 1934, the reporting persons may be deemed directors by deputization by virtue of Mr. Hobby's service on the issuer's board of directors. See Exhibit 99.1 - Power of Attorney for Genesis Park Holdings See Exhibit 99.2 - Power of Attorney for Genesis Park II LP See Exhibit 99.3 - Power of Attorney for Genesis Park II GP LLC | |