Statement of Ownership (sc 13g)
17 February 2021 - 8:56AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF
1934
Vector Acquisition Corporation
(Name of Issuer)
CLASS A ORDINARY SHARES, PAR VALUE $0.0001
(Title of Class of Securities)
G9442R126
(CUSIP Number)
December 31, 2020
(Date of Event Which Requires Filing
of this Statement)
Check the Appropriate Box to Designate the Rule Pursuant to
Which this Schedule Is Filed:
* The remainder of this cover page shall be filled out for a
reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page.
The information required on 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 (“Act”)
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).
1.
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Names of Reporting Persons
Vector Acquisition Partners, L.P.
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2.
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Check The Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b)
☐
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
Cayman Islands
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Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With
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5.
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Sole Voting Power
7,950,000(1)
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6.
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Shared Voting Power
0
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7.
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Sole Dispositive Power
7,950,000(1)
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8.
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Shared Dispositive Power
0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
7,950,000(1)
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10.
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Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
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☐
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11.
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Percent of Class Represented By Amount in Row (9)
19.9%(1)
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12.
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Type of Reporting Person (See Instructions)
PN
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1.
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Names of Reporting Persons
Vector Capital Partners V, Ltd.
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2.
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Check The Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b)
☐
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
Cayman Islands
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Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With
|
5.
|
Sole Voting Power
0
|
6.
|
Shared Voting Power
7,950,000(1)
|
7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
7,950,000(1)
|
9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
7,950,000(1)
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10.
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Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
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☐
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11.
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Percent of Class Represented By Amount in Row (9)
19.9%(1)
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12.
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Type of Reporting Person (See Instructions)
CO
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1.
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Consists of 7,950,000 shares of Vector Acquisition
Corporation’s (the “Issuer”) Class B Ordinary Shares (the “Class B Shares”), which are automatically
convertible into shares of the Issuer’s Class A Ordinary Shares (the “Class A Shares”) at the time of the Issuer’s
initial business combination and as more fully described under the heading “Description of Securities—Founder Shares”
in the Issuer’s registration statement on Form S-1 (File No. 333-248665) (the “Registration Statement”). The
percentage disclosed in Box 11 is calculated based on 32,000,000 Class A ordinary shares and 8,000,000 Class B Shares issued and
outstanding, as disclosed in the Issuer’s Form 10-Q filed on November 16, 2020 (the “10-Q”). The Class B Shares
are held in the name of Vector Acquisition Partners, L.P. (the “Sponsor”). The Sponsor is controlled by Vector Capital
Partners V, Ltd., its general partner (the “General Partner”). Accordingly, all of the shares held by the Sponsor
may be deemed to be beneficially held by the General Partner. The General Partner disclaims such beneficial ownership except to
the extent of its pecuniary interests therein.
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Item 1(a)
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Name of Issuer
Vector Acquisition Corporation
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Item 1(b)
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Address of the Issuer’s Principal Executive Offices
One Market Street, Steuart Tower, 23rd Floor
San Francisco, CA 94105
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Item 2(a)
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Names of Persons Filing
This statement is filed on behalf of each of the following persons
(collectively, the “Reporting Persons”):
(i) Vector Acquisition Partners, L.P.
(ii) Vector Capital Partners V, Ltd.
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Item 2(b)
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Address of the Principal Business Office, or if none, Residence
The address of each of the Reporting Persons is:
One Market Street, Steuart Tower, 23rd Floor
San Francisco, CA 94105
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Item 2(c)
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Citizenship
The citizenship of each of the Reporting Persons is the Cayman
Islands.
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Item 2(d)
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Title of Class of Securities
Class A Ordinary Shares, $0.0001 par value per share.
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Item 2(e)
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CUSIP Number
G9442R126
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Item 3
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If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
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☐
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(a)
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Broker or Dealer registered under Section 15 of the Exchange Act.
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☐
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(b)
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Bank as defined in Section 3(a)(b) or the Exchange Act.
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☐
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(c)
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Insurance company as defined in Section 3(a)(19) of the Exchange Act.
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☐
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(d)
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Investment company registered under Section 8 of the Investment Company Act.
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☐
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(e)
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An Investment adviser in accordance with Rule 13d-1 (b)(1)(ii)(e).
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☐
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(f)
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An employee benefit plan or endowment fund in accordance with Rule 13d 1(b)(1)(ii)(f).
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☐
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(g)
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A Parent Holding Company or control person in accordance with Rule 13d 1(b)(1)(ii)(g).
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☐
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(h)
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A Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act.
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☐
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(i)
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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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☐
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(j)
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A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii) (J).
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☐
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(k)
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Group, in accordance with Rule 13d-1 (b)(1)(ii)(j).
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If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____ Not Applicable
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Item 4
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Ownership
The responses to Items 5-11 of the cover pages of this Schedule
13G are incorporated herein by reference.
As of December 31, 2020, the Reporting Persons each may be deemed
to beneficially own 7,950,000 Class B Shares, representing 19.9% of the total Class A Shares and Class B Shares issued and outstanding.
The Class B Shares are automatically convertible into Class A Shares at the time of the Issuer’s initial business combination
on a one-for-one basis, subject to adjustment, as more fully described under the heading “Description of Securities—Founder
Shares” in the Registration Statement.
The Sponsor is controlled by the General Partner. Accordingly,
all of the shares held by the Sponsor may be deemed to be beneficially held by the General Partner. The General Partner is governed
by a board of directors, consisting of six individuals, each of whom has one vote. A majority of the board of directors is required
to make voting and dispositive decisions regarding the Issuer’s securities. As such, none of the members of the board of
directors of the General Partner is deemed to be a beneficial owner of the Issuer’s Class A Ordinary Shares. The General
Partner disclaims such beneficial ownership except to the extent of its pecuniary interests therein.
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Item 5
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Ownership of Five Percent or Less of a Class
Not Applicable
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Item 6
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Ownership of More than Five Percent on Behalf of Another
Person
Not Applicable
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Item 7
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Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding Company or Control Person
Not Applicable
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Item 8
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Identification and Classification of Members of the Group
Not Applicable
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Item 9
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Notice of Dissolution of Group
Not Applicable
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Item 10
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Certification
Not Applicable
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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.
Date: February 16, 2021
VECTOR ACQUISITION PARTNERS, L.P.
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By:
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Vector Capital Partners V, Ltd.,
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its general partner
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By:
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/s/ David Baylor
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Name:
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David Baylor
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Title:
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Officer
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VECTOR CAPITAL PARTNERS V, LTD.
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By:
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/s/ David Baylor
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Name:
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David Baylor
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Title:
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Officer
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EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act
of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including
any and all amendments thereto) with respect to the shares of Class A ordinary shares, $0.0001 par value per share, of Vector Acquisition
Corporation, and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible
for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the
information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness
of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.
This Joint Filing Agreement may be signed in counterparts with the
same effect as if the signature on each counterpart were upon the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement
as of February 16, 2021.
VECTOR ACQUISITION PARTNERS, L.P.
|
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By:
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Vector Capital Partners V, Ltd.,
|
|
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its general partner
|
|
|
|
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By:
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/s/ David Baylor
|
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Name:
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David Baylor
|
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Title:
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Officer
|
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VECTOR CAPITAL PARTNERS V, LTD.
|
|
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By:
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/s/ David Baylor
|
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Name:
|
David Baylor
|
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Title:
|
Officer
|
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7
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