3//SEC Filing
G3 VRM Holdings LLC 3
Accession 0000891839-21-000244
CIK 0001856519other
Filed
Jun 29, 8:00 PM ET
Accepted
Jun 30, 6:22 PM ET
Size
6.3 KB
Accession
0000891839-21-000244
Insider Transaction Report
Form 3
G3 VRM Holdings LLC
10% Owner
Holdings
Class B Common Stock, par value $0.0001 per share
→ Class A Common Stock, par value $0.0001 per share (2,665,000 underlying)
Footnotes (3)
- [F1]As described in the Issuer's registration statement on Form S-1 (File No. 333-255226) under the heading "Description of Securities--Founder Shares and Private Placement Shares", the shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Issuer's initial business combination, or at any time prior thereto at the option of the holder, on a one-for-one basis, subject to certain adjustments described therein and have no expiration date.
- [F2]Includes up to 375,000 shares of Class B common stock that are subject to forfeiture if the underwriters in the Issuer's initial public offering do not exercise their over-allotment option in full or in part.
- [F3]All of the reported shares are held directly by G3 VRM Holdings LLC ("Sponsor"). The members of G3 VRM Holdings LLC are CISCAP 4, LLC, a Delaware limited liability company, and VerifyMe, Inc., a Nevada corporation. Matthew Konkle is the Chief Executive Officer of G3 VRM Holdings LLC. Accordingly, CISCAP 4, VRME and Mr. Konkle have shared voting and investment discretion with respect to the shares held by G3 VRM Holdings LLC, and as such, each of them may be deemed to have beneficial ownership of the Class B common stock held directly by G3 VRM Holdings LLC. Under the so-called "rule of three", if voting and dispositive decisions regarding an entity's securities are made by three or more individuals, and a voting or dispositive decision requires the approval of a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity's securities. Under this rule, no individual manager or member of Sponsor exercises voting or dispositive control over any of the securities held by Sponsor, even those in which he or she directly holds a pecuniary interest. Accordingly, none of them is deemed to have or share beneficial ownership of such securities.
Documents
Issuer
G3 VRM Acquisition Corp.
CIK 0001856519
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001869806
Filing Metadata
- Form type
- 3
- Filed
- Jun 29, 8:00 PM ET
- Accepted
- Jun 30, 6:22 PM ET
- Size
- 6.3 KB