08/01/2024 | Press release | Distributed by Public on 08/01/2024 14:18
FORM 4
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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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1. Title of Derivate Security | 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 | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security | 8. Price of Derivative Security | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) | 11. Nature of Indirect Beneficial Ownership |
Code | V | (A) | (D) | Date Exercisable | Expriation Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Crixus BH3 Sponsor, LLC 819 NE 2ND AVENUE SUITE 500 FORT LAUDERDALE, FL33304 |
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Lebensohn Daniel C/O CRIXUS BH3 SPONSOR, LLC 819 NE 2ND AVENUE; SUITE 500 FORT LAUDERDALE, FL33304 |
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Freedman Gregory C/O CRIXUS BH3 SPONSOR, LLC 819 NE 2ND AVENUE; SUITE 500 FORT LAUDERDALE, FL33304 |
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/s/ Gregory Freedman, as Authorized Signatory for Crixus BH3 Sponsor, LLC | 2024-08-01 |
**Signature of Reporting Person | Date |
/s/ Daniel Lebensohn | 2024-08-01 |
**Signature of Reporting Person | Date |
/s/ Gregory Freedman | 2024-08-01 |
**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) | Represents shares of Class A common stock of the Issuer acquired upon conversion of shares of Class B common stock of the Issuer at the Reporting Persons' election. |
(2) | The securities are held directly by Crixus BH3 Sponsor LLC ("Crixus"). Crixus is controlled by BH3 Management LLC, an entity owned and controlled indirectly by Daniel Lebensohn and Gregory Freedman. Each of Messrs. Lebensohn and Freedman indirectly share voting and dispositive power over the securities held by Crixus and may be deemed to beneficially own the securities held by Crixus. Mr. Lebensohn and Mr. Freedman disclaim beneficial ownership of the securities held by Crixus except to the extent of their pecuniary interest therein. |
(3) | The shares of Class B Common Stock have no expiration date and will automatically convert into shares of Class A Common Stock at the time of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment as set forth in the Issuer's registration statement on Form S-1 (File No. 333-259269). |