UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF 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. | SEC 1473 (7-02) | ||
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. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Class B common stock, par value $0.0001 per share | (1) | (1) | Class A common stock, par value $0.0001 per share | 17,250,000 | $ (1) | I | See Explanation of Reponses (1) (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Klein Michael Stuart 640 5TH AVENUE, 12TH FLOOR NEW YORK, NY 10019 |
X | X | Chief Executive Officer | |
M. Klein Associates, Inc. 640 FIFTH AVENUE, 12TH FLOOR NEW YORK, NY 10019 |
X | |||
Churchill Sponsor II LLC 640 FIFTH AVENUE, 12TH FL NEW YORK, NY 10019 |
X |
/s/ Michael Klein | 06/26/2019 | |
**Signature of Reporting Person | Date | |
M. KLEIN ASSOCIATES, INC., Name: Mark Klein, Title: Authorized Person: /s/ Mark Klein | 06/26/2019 | |
**Signature of Reporting Person | Date | |
CHURCHILL SPONSOR II LLC, by: M. Klein Associates, Inc., its manager, Name: Mark Klein, Title: Authorized Person: /s/ Mark Klein | 06/26/2019 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(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) | Churchill Sponsor II LLC directly owns an aggregate of 17,250,000 shares of Class B common stock, par value $0.0001 per share (the "Class B Shares"), of Churchill Capital Corp (the "Issuer") including 2,250,000 shares of Class B Shares that are subject to forfeiture if the underwriters of the Issuer's initial public offering do not exercise in full an option granted to them to cover over-allotments. Pursuant to the Issuer's Amended and Restated Certificate of Incorporation, the Class B Shares will automatically convert into shares of Class A common stock, par value $0.0001 per share, of the Issuer at the time of the Issuer's initial business combination on a one-for-one basis, subject to adjustment as described under the heading "Description of Securities- Founder Shares" in the Issuer's registration statement on Form S-1 (file No. 333-232057). The shares of Class B common stock have no expiration date. |
(2) | Michael Klein is the sole stockholder of M. Klein Associates, Inc., which is the managing member of Churchill Sponsor II LLC . |