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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 Common Stock | (1) | 12/21/2020 | J(2) | 2,347,879 | (1) | (1) | Class A Common Stock | 2,347,879 | $ 0 | 3,308,941 | D (5) | ||||
| Class B Common Stock | (1) | 12/21/2020 | J(3) | 2,347,879 | (1) | (1) | Class A Common Stock | 2,347,879 | $ 0 | 5,656,820 | D (5) | ||||
| Class B Common Stock | (1) | 12/21/2020 | M(1) | 5,656,820 | (1) | (1) | Class A Common Stock | 5,656,820 | $ 0 | 0 | D (5) | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Hennessy Capital Partners IV LLC 3415 N. PINES WAY, SUITE 204 WILSON, WY 83014 |
X | |||
| HENNESSY DANIEL J 3415 N. PINES WAY, SUITE 204 WILSON, WY 83014 |
X | |||
| Hennessy Capital LLC 3415 N. PINES WAY, SUITE 204 WILSON, WY 83014 |
X | |||
| /s/ Daniel J. Hennessy, Managing Member of Hennessy Capital Partners IV LLC, as Managing Member of Hennessy Capital LLC | 12/23/2020 | |
| **Signature of Reporting Person | Date | |
| /s/ Daniel J. Hennessy | 12/23/2020 | |
| **Signature of Reporting Person | Date | |
| /s/ Daniel J. Hennessy, Managing Member of Hennessy Capital LLC | 12/23/2020 | |
| **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 registrant's registration statement on Form S-1 (File No. 333-229608) under the heading "Description of Securities-Founder Shares," the shares of Class B common stock were automatically convertible into shares of Class A common stock at the time of the registrant's initial business combination on a one-for-one basis, subject to certain adjustments described therein and have no expiration date. In connection with the closing of the registrant's initial business combination, the outstanding shares of Class B common stock were converted into shares of Class A common stock. |
| (2) | As contemplated by the sponsor warrant exchange and share cancellation agreement (the "Agreement"), dated August 17, 2020, between the registrant and Hennessy Capital Partners IV LLC ("HCP"), 2,347,879 shares of Class B common stock held by HCP were returned to the registrant for no consideration and cancelled. |
| (3) | As contemplated by the Agreement, HCP exchanged 11,739,394 warrants of the registrant for 2,347,879 shares of the registrant's Class B common stock |
| (4) | Represents the pro rata distribution of the shares of Class A common stock of the registrant held by HCP and SPV (as defined below) to all of the members of the reporting person or their permitted transferees. |
| (5) | Hennessy Capital LLC is the managing member of HCP. Daniel J. Hennessy is the sole managing member of Hennessy Capital LLC. Consequently, Mr. Hennessy may be deemed the beneficial owner of the shares held by HCP and has sole voting and dispositive control over such securities. Mr. Hennessy disclaims beneficial ownership except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that he is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
| (6) | Represents shares of Class A common stock of the registrant purchased by Hennessy Capital SPV II LLC ("SPV") in a private placement in connection with the registrant's initial business combination. Daniel J. Hennessy is the sole managing member of SPV. Consequently, Mr. Hennessy may be deemed the beneficial owner of the shares held by SPV and has sole voting and dispositive control over such securities. Mr. Hennessy disclaims beneficial ownership except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that he is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |