Statement of Ownership (sc 13g)
15 February 2022 - 09:47AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. )*
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ARYA Sciences Acquisition Corp
IV |
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(Name of Issuer) |
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Class A Ordinary Share, $0.0001 par
value |
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(Title of Class of
Securities) |
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G31659108 |
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(CUSIP Number) |
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December 31, 2021 |
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(Date of Event Which Requires Filing
of this Statement) |
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
[X]
Rule 13d-1(b)
[_]
Rule 13d-1(c)
[_]
Rule 13d-1(d)
The information required in the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
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CUSIP No. |
G31659108 |
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| 1. |
NAME OF REPORTING PERSONS |
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I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY) |
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TIG Advisors, LLC |
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| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS) |
(a) [_] |
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(b) [X] |
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| 3. |
SEC USE ONLY |
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| 4. |
CITIZENSHIP OR PLACE OF
ORGANIZATION |
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Delaware |
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NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH |
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| 5. |
SOLE VOTING POWER |
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0 |
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| 6. |
SHARED VOTING POWER |
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894,240 |
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| 7. |
SOLE DISPOSITIVE POWER |
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0 |
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| 8. |
SHARED DISPOSITIVE POWER |
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894,240 |
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| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON |
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894,240 |
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| 10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
(SEE
INSTRUCTIONS)
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[_] |
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| 11. |
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9) |
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5.8% |
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| 12. |
TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS) |
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IA |
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CUSIP No. |
G31659108 |
|
|
| |
|
|
| 1. |
NAME OF REPORTING PERSONS |
|
| |
I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY) |
|
| |
|
|
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Michael Tiedemann |
|
| |
|
|
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS) |
(a) [_] |
| |
|
(b) [X] |
| |
|
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| 3. |
SEC USE ONLY |
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| 4. |
CITIZENSHIP OR PLACE OF
ORGANIZATION |
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United States |
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NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH |
| |
|
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| 5. |
SOLE VOTING POWER |
|
| |
|
|
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0 |
|
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|
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| 6. |
SHARED VOTING POWER |
|
| |
|
|
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894,240 |
|
| |
|
|
| 7. |
SOLE DISPOSITIVE POWER |
|
| |
|
|
| |
0 |
|
| |
|
|
| 8. |
SHARED DISPOSITIVE POWER |
|
| |
|
|
| |
894,240 |
|
| |
|
|
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON |
|
| |
|
|
| |
894,240 |
|
| |
|
|
| 10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
(SEE
INSTRUCTIONS)
|
[_] |
| |
|
|
| 11. |
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9) |
|
| |
|
|
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5.8% |
|
| |
|
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| 12. |
TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS) |
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|
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IN, HC |
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Item 1. |
(a). |
Name of Issuer: |
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ARYA Sciences Acquisition Corp
IV |
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(b). |
Address of issuer’s principal
executive offices: |
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51 Astor Place, 10th Floor
New
York, NY 10003
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| Item 2. |
(a)
and
(b).
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Name and Principal Business Address
of Person Filing: |
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TIG
Advisors, LLC
520
Madison Avenue
26th Floor
New
York, New York 10022
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Michael Tiedemann
520
Madison Avenue
26th Floor
New
York, New York 10022
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| Item 2. |
(c). |
Citizenship: |
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TIG
Advisors, LLC – Delaware limited liability company
Michael Tiedemann – United States
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| Item 2. |
(d). |
Title of class of
securities: |
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Class A Ordinary Share, $0.0001 par
value |
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| Item 2. |
(e). |
CUSIP No.: |
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G31659108 |
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| Item 3. |
If This Statement is Filed Pursuant
to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person
Filing is a: |
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(a) |
[_] |
Broker or dealer registered under Section 15 of
the Exchange Act. |
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(b) |
[_] |
Bank as defined in Section 3(a)(6) of the
Exchange Act. |
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(c) |
[_] |
Insurance company as defined in Section 3(a)(19)
of the Exchange Act. |
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(d) |
[_] |
Investment company registered under Section 8 of
the Investment Company Act. |
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(e) |
[X] |
An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E); |
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(f) |
[_] |
An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F); |
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(g) |
[X] |
A parent holding company or control
person in accordance with Rule 13d-1(b)(1)(ii)(G); |
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(h) |
[_] |
A savings association as defined in Section 3(b)
of the Federal Deposit Insurance Act; |
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(i) |
[_] |
A church plan that is excluded from the
definition of an investment company under Section 3(c)(14) of the
Investment Company Act; |
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(j) |
[_] |
Group, in accordance with Rule
13d-1(b)(1)(ii)(J). |
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(a) |
Amount beneficially
owned: |
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As of December 31, 2021, TIG
Advisors, LLC and Michael Tiedemann were deemed to be the
beneficial owner of 894,240 shares of Class A Ordinary Share,
$0.0001 par value (“Common Stock”). |
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(b) |
Percent of class: |
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As of December 31, 2021, TIG
Advisors, LLC and Michael Tiedemann were deemed to be the
beneficial owner of 5.8% of the Issuer’s outstanding Common
Stock. |
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(c) |
Number of shares as to which the
person has: |
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(i) |
Sole power to vote or to direct the
vote |
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TIG
Advisors, LLC has sole voting power with respect to 0 shares of the
Issuer’s Common Stock.
Michael Tiedemann has sole voting power with respect to 0 shares of
the Issuer’s Common Stock.
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(ii) |
Shared power to vote or to direct the
vote |
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TIG
Advisors, LLC has shared voting power with respect to 894,240
shares of the Issuer’s Common Stock.
Michael Tiedemann has shared voting power with respect to 894,240
shares of the Issuer’s Common Stock.
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(iii) |
Sole power to dispose or to direct
the disposition of |
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TIG
Advisors, LLC has sole power to dispose with respect to 0 shares of
the Issuer’s Common
Stock.
Michael Tiedemann has sole power to dispose with respect to 0
shares of the Issuer’s Common
Stock.
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(iv) |
Shared power to dispose or to direct
the disposition of |
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TIG
Advisors, LLC has shared power to dispose with respect to 894,240
shares of the Issuer’s
Common Stock.
Michael Tiedemann has shared power to dispose with respect to
894,240 shares of the Issuer’s
Common Stock.
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Instruction: For computations regarding securities which represent
a right to acquire an underlying security see §240.13d-3(d)(1).
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Item 5. |
Ownership of Five Percent or Less of
a Class. |
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If this statement is being filed to report the
fact that as of the date hereof the reporting person has ceased to
be the beneficial owner of more than five percent of the class of
securities check the following [ ]. |
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N/A.
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| Item 6. |
Ownership of More Than Five Percent on Behalf of
Another Person. |
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If any other person is known to have the right to
receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, such securities, a statement to that
effect should be included in response to this item and, if such
interest relates to more than five percent of the class, such
person should be identified. A listing of the
shareholders of an investment company registered under the
Investment Company Act of 1940 or the beneficiaries of employee
benefit plan, pension fund or endowment fund is not
required. |
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|
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All of the securities reported in
this Schedule 13G are owned by advisory clients of TIG Advisors,
LLC, none of which owns more than 5% of the class. |
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| Item 7. |
Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on by the
Parent Holding Company or Control Person. |
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If a parent holding company or Control person has
filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so
indicate under Item 3(g) and attach an exhibit stating the identity
and the Item 3 classification of the relevant subsidiary. If a
parent holding company or control person has filed this schedule
pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit
stating the identification of the relevant subsidiary. |
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See Exhibit B attached
hereto. |
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| Item 8. |
Identification and Classification of Members of
the Group. |
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If a group has filed this schedule pursuant to
§240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an
exhibit stating the identity and Item 3 classification of each
member of the group. If a group has filed this schedule
pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit
stating the identity of each member of the group. |
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N/A |
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Item 9. |
Notice of Dissolution of
Group. |
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Notice of dissolution of a group may be furnished
as an exhibit stating the date of the dissolution and that all
further filings with respect to transactions in the security
reported on will be filed, if required, by members of the group, in
their individual capacity. See Item 5. |
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N/A |
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| Item 10. |
Certifications. |
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By signing below I certify that, to the best of
my knowledge and belief, the securities referred to above were
acquired and are held in the ordinary course of business and were
not acquired and are not held for the purpose of or with the effect
of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or
effect, other than activities solely in connection with a
nomination under § 240.14a-11. |
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
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February 14, 2022 |
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(Date) |
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TIG Advisers, LLC (1) |
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By: |
/s/ Michael Tiedemann |
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Michael Tiedemann, Managing Member |
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/s/ Michael Tiedemann (1) |
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Michael Tiedemann |
(1)
Each Reporting Person disclaims beneficial ownership except to the
extent of its pecuniary interest therein.
EXHIBIT A
AGREEMENT
The undersigned agree that this Schedule 13G, dated February 14,
2022 relating to the Class A Ordinary Share, $0.0001 par value of
ARYA Sciences Acquisition Corp IV shall be filed on behalf of the
undersigned.
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February 14, 2022 |
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(Date) |
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TIG Advisers, LLC |
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By: |
/s/ Michael Tiedemann |
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Michael Tiedemann, Managing Member |
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/s/ Michael Tiedemann |
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Michael Tiedemann |
EXHIBIT B
TIG
Advisors, LLC is the relevant entity for which Michael Tiedemann
may be considered a control person.
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