Initial Statement of Beneficial Ownership (3)
15 October 2021 - 10:39AM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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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
*
Cognetti Craig S. |
2. Date of Event Requiring Statement (MM/DD/YYYY)
10/5/2021
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3. Issuer Name and Ticker or Trading Symbol
Avalon Acquisition Inc. [AVACU]
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(Last)
(First)
(Middle)
C/O AVALON ACQUISITION INC., 2 EMBARCADERO CENTER, 8TH FLOOR |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
__X__ Director ___X___ 10% Owner ___X___ Officer (give title below) _____ Other (specify below) Chief Executive Officer / |
(Street)
SAN FRANCISCO, CA 94111
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 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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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 4) | 2. Date Exercisable and Expiration Date (MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Class B common stock | (1) | (1) | Class A common stock | 5025000 (2) | (1)(2)(3) | I | See Footnote (4) |
Explanation of Responses: |
(1) | As described in the Issuer's registration statement on Form S-1 (File No. 333- 253654) under the heading "Description of Securities-Founder Shares," the shares of Class B common stock, par value $0.0001 per share (the "Class B Shares") of Avalon Acquisition Inc. (the "Issuer") will automatically convert into shares of Class A common stock, par value $0.0001 per share (the "Class A Shares") of the Issuer, at the time of the Issuer's initial business combination on a one-for-one basis, subject to certain adjustment, and have no expiration date. |
(2) | Avalon Acquisition Holdings LLC (the "Sponsor") owns 5,025,000 Class B Shares, which includes up to 675,000 shares of Class B common stock that are subject to forfeiture depending on the extent to which the underwriter's over-allotment option is exercised. Such Class B Shares have no expiration date and are convertible into Class A Shares as described under the heading "Description of Securities-Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333- 253654). |
(3) | Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the reporting person is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any equity securities in excess of his pecuniary interest. |
(4) | S. Craig Cognetti is the co-managing member of the Sponsor and has shared voting and dispositive power over the founder shares owned by the Sponsor. S. Craig Cognetti is the Chief Executive Officer of the Issuer. As a result of the foregoing, S. Craig Cognetti may be deemed to beneficially own the shares held by the Sponsor. S. Craig Cognetti disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Cognetti Craig S. C/O AVALON ACQUISITION INC. 2 EMBARCADERO CENTER, 8TH FLOOR SAN FRANCISCO, CA 94111 | X | X | Chief Executive Officer |
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Signatures
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/s/ S. Craig Cognetti | | 10/14/2021 |
**Signature of Reporting Person | Date |
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