Statement of Changes in Beneficial Ownership (4)
12 May 2021 - 3:31AM
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).
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
*
Schwarz Philip |
2. Issuer Name and Ticker or Trading Symbol
Corazon Capital V838 Monoceros Corp
[
CRZN
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Strategy Officer |
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(Last)
(First)
(Middle)
222 WEST MERCHANDISE MART PLAZA, BOX #2982 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/7/2021 |
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(Street)
CHICAGO, IL 60654
(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)
_X
_ Form filed by One Reporting Person
___ 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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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) | 5/7/2021 | | J (1) | | | 655025 | (2) | (2) | Class A ordinary shares | 655025 | (2) | 5094975 | I (3) | Corazon V838 Monoceros Sponsor LLC |
| Explanation of Responses: |
| (1) | This Form 4 reflects the automatic surrender to the issuer of 655,025 of the issuer's Class B ordinary shares, par value $0.0001 per share, for no consideration by Corazon V838 Monoceros Sponsor LLC (the "Sponsor") pursuant to contractual arrangements with the issuer, triggered by the expiration of the option of the underwriter of the issuer's initial public offering to purchase additional units. |
| (2) | As described in the issuer's registration statement on Form S-1 (File No. 333-253054) under the heading "Description of Securities -- Founder Shares", the Class B ordinary shares will automatically convert into Class A ordinary shares, par value $0.0001 per share, of the issuer at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date. |
| (3) | The securities reported herein are held directly by the Sponsor. The reporting person controls the Sponsor, and as such, has voting and investment discretion with respect to the securities held by the Sponsor and may be deemed to have beneficial ownership of the securities held directly by the Sponsor. The reporting person disclaims beneficial ownership of the securities reported hereby except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purposes. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Schwarz Philip
222 WEST MERCHANDISE MART PLAZA
BOX #2982
CHICAGO, IL 60654 |
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| Chief Strategy Officer |
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Signatures
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| /s/ Steven M. Farsht as Attorney-in-fact for Philip Schwarz | | 5/11/2021 |
| **Signature of Reporting Person | Date |
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