Initial Statement of Beneficial Ownership (3)
05 March 2022 - 4:49AM
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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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
*
Pascual Juan Fernandez |
2. Date of Event Requiring Statement (MM/DD/YYYY)
2/14/2022
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3. Issuer Name and Ticker or Trading Symbol
Genesis Unicorn Capital Corp. [GENQ]
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(Last)
(First)
(Middle)
C/O GENESIS UNICORN CAPITAL CORP., 281 WITHERSPOON STREET, SUITE 120 |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director _____ 10% Owner
___X___ Officer (give title below) _____ Other (specify below)
Chief Operating Officer / |
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(Street)
PRINCETON, NJ 08540
(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, par value $0.0001 | (1) | (1) | Class A Common Stock, par value $0.0001 | 20000 (2) | (1) | D | |
| Explanation of Responses: |
| (1) | As described in the Registration Statement on Form S-1 (File No. 333-257623) under the heading "Description of Securities-Founder Shares and Placement Shares, the Class B Common Stock, par value $0.0001 per share of Genesis Unicorn Capital Corp., a Delaware corporation (the "Issuer") will automatically convert into shares of Class A Common Stock, par value $0.0001 of the Issuer at the time of the Issuer's initial business combination, on a one-for-one basis, subject to adjustment for share splits, share dividends, reorganizations, recapitalizations and similar transactions, and certain antidilution rights and have no expiration date. |
| (2) | Excludes an aggregate of 30,000 shares of Class B Common Stock presently held by Genesis Unicorn Capital, LLC, the sponsor of the Issuer ("Sponsor"). Sponsor has contractually agreed to transfer to Reporting Person such 30,000 shares of Class B Common Stock at the time of the business combination. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Pascual Juan Fernandez
C/O GENESIS UNICORN CAPITAL CORP.
281 WITHERSPOON STREET, SUITE 120
PRINCETON, NJ 08540 |
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| Chief Operating Officer |
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Signatures
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| /s/ Juan Fernandez Pascal | | 3/4/2022 |
| **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 5(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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