Statement of Changes in Beneficial Ownership (4)
20 1월 2023 - 7:26AM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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. Name and Address of Reporting Person
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GERSON RICK MATTHEW |
2. Issuer Name and Ticker or Trading Symbol
Pioneer Merger Corp.
[
PACX
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner _____ Officer (give title below) __X__ Other (specify below) See Remarks |
(Last)
(First)
(Middle)
C/O PIONEER MERGER CORP., 667 MADISON AVENUE, 19TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
1/17/2023 |
(Street)
NEW YORK, NY 10065
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Ordinary Shares | 1/17/2023 | | D(1) | | 4450000 | D | $10.13 | 0 | I (2) | By Alpha Wave Ventures, LP |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security (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) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
(1) | The reported securities were redeemed by the Issuer pursuant to a redemption of all Class A Shares in connection with the Issuer's liquidation. |
(2) | The reported securities were directly held by Alpha Wave Ventures, LP, an investment entity managed by Alpha Wave Global, LP ("Alpha Wave"). Rick Gerson is the Chairman and Chief Investment Officer of Alpha Wave. |
Remarks: After giving effect to the Issuer's delisting and deregistration, the Reporting Persons will no longer be subject to Section 16 reporting obligations. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
GERSON RICK MATTHEW C/O PIONEER MERGER CORP. 667 MADISON AVENUE, 19TH FLOOR NEW YORK, NY 10065 | X | X |
| See Remarks |
Alpha Wave Global, LP C/O PIONEER MERGER CORP. 667 MADISON AVENUE, 19TH FLOOR NEW YORK, NY 10065 | X | X |
| See Remarks |
Pioneer Merger Sponsor LLC C/O PIONEER MERGER CORP. 667 MADISON AVENUE, 19TH FLOOR NEW YORK, NY 10065 | X | X |
| See Remarks |
Salazar Oscar C/O PIONEER MERGER CORP. 667 MADISON AVENUE, 19TH FLOOR NEW YORK, NY 10065 | X | X |
| See Remarks |
CAPLAN MITCHELL H C/O PIONEER MERGER CORP. NEW YORK, NY 10065 | X | X |
| See Remarks |
Davis Richard Todd C/O PIONEER MERGER CORP. NEW YORK, NY 10065 | X | X |
| See Remarks |
Signatures
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Rick Gerson: By: /s/ Scott Carpenter, Attorney-in-Fact Alpha Wave Global, LP: By: Scott Carpenter, its Authorized Signatory /s/ Scott Carpenter Pioneer Merger Sponsor LLC By: Scott Carpenter, its Chief Operating Officer /s/ Scott Carpenter Oscar Salazar: | | 1/19/2023 |
**Signature of Reporting Person | Date |
By: /s/ Scott Carpenter, Attorney-in-Fact Mitchell Caplan:By: /s/ Scott Carpenter, Attorney-in-Fact Todd Davis: By: /s/ Scott Carpenter, Attorney-in-Fact | | 1/19/2023 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | 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). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
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. |
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