Statement of Changes in Beneficial Ownership (4)
03 5월 2023 - 7:04AM
Edgar (US Regulatory)
FORM 4
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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 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
*
Pyrophyte Acquisition LLC |
2. Issuer Name and Ticker or Trading Symbol
Pyrophyte Acquisition Corp.
[
PHYT
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O PYROPHYTE ACQUISITION CORP., 3262 WESTHEIMER ROAD, SUITE706 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
4/28/2023 |
(Street)
HOUSTON, TX 77098 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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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 | 4/28/2023 | | C | | 5031250 | A | (1) | 5031250 | D (3) | |
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 |
Class B Ordinary Shares | (1) | 4/28/2023 | | C | | | 5031250 | (2) | (2) | Class A Ordinary Shares | 5031250 | $0 (1) | 0 | D (3) | |
Explanation of Responses: |
(1) | In accordance with the amended and restated memorandum and articles of association of Pyrophyte Acquisition Corp. ("PHYT"), the Pyrophyte Acquisition LLC (the "Sponsor") elected to convert its Class B ordinary shares of PHYT, par value $0.0001 per share (the "Class B Ordinary Shares") into Class A ordinary shares of PHYT, par value $0.0001 per share (the "Class A Ordinary Shares") on a one-for-one basis for no consideration. |
(2) | The Class B Ordinary Shares were (i) convertible into Class A Ordinary Shares at the Sponsor's election on a one-for-one basis and (ii) automatically convertible into Class A Ordinary Shares at the time of the closing of PHYT's initial business combination on a one-for-one basis, in each case subject to adjustment pursuant to certain anti-dilution rights, and had no expiration date. |
(3) | The Sponsor is governed by a board of managers consisting of three managers, Sten L. Gustafson, Bernard Duroc-Danner and Thomas W. Major. Any action by the Sponsor with respect to the PHYT's securities held by it, including voting and dispositive decisions, requires at least a majority vote of the managers of the board of managers. Under the so-called "rule of three," because voting and dispositive decisions are made by a majority of the managers, none of the managers is deemed to be a beneficial owner of PHYT's securities held by the Sponsor, even those in which such manager holds a pecuniary interest. Accordingly, none of the managers on the Sponsor's board of managers is deemed to have or share beneficial ownership of the Class B Ordinary Shares held by the Sponsor. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Pyrophyte Acquisition LLC C/O PYROPHYTE ACQUISITION CORP. 3262 WESTHEIMER ROAD, SUITE706 HOUSTON, TX 77098 |
| X |
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Signatures
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By: /s/ Elliott Smith, Attorney-in-Fact | | 5/2/2023 |
**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. |
Pyrophyte Acquisition (NYSE:PHYT)
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부터 10월(10) 2024 으로 11월(11) 2024
Pyrophyte Acquisition (NYSE:PHYT)
과거 데이터 주식 차트
부터 11월(11) 2023 으로 11월(11) 2024