4//SEC Filing
Hu Fred 4
Accession 0000950103-22-021106
CIK 0001818787other
Filed
Dec 15, 7:00 PM ET
Accepted
Dec 16, 4:17 PM ET
Size
22.7 KB
Accession
0000950103-22-021106
Insider Transaction Report
Form 4
Primavera Capital Acquisition Corp.
10% Owner
Transactions
- Disposition to Issuer
Ordinary Shares
2022-12-14−6,014,375→ 5,000,000 total(indirect: See Footnotes) - Disposition to Issuer
Private Placement Warrants
2022-12-14−10,280,000→ 0 total(indirect: See Footnotes)→ Ordinary Shares (10,280,000 underlying) - Conversion
Ordinary Shares
2022-12-14+11,014,375→ 11,014,375 total(indirect: See Footnotes) - Conversion
Class B Ordinary Shares
2022-12-14−11,014,375→ 0 total(indirect: See Footnotes)→ Ordinary Shares (11,014,375 underlying)
Primavera Capital Acquisition LLC
10% Owner
Transactions
- Disposition to Issuer
Ordinary Shares
2022-12-14−6,014,375→ 5,000,000 total(indirect: See Footnotes) - Conversion
Ordinary Shares
2022-12-14+11,014,375→ 11,014,375 total(indirect: See Footnotes) - Conversion
Class B Ordinary Shares
2022-12-14−11,014,375→ 0 total(indirect: See Footnotes)→ Ordinary Shares (11,014,375 underlying) - Disposition to Issuer
Private Placement Warrants
2022-12-14−10,280,000→ 0 total(indirect: See Footnotes)→ Ordinary Shares (10,280,000 underlying)
Hu Fred
10% Owner
Transactions
- Conversion
Ordinary Shares
2022-12-14+11,014,375→ 11,014,375 total(indirect: See Footnotes) - Disposition to Issuer
Ordinary Shares
2022-12-14−6,014,375→ 5,000,000 total(indirect: See Footnotes) - Disposition to Issuer
Private Placement Warrants
2022-12-14−10,280,000→ 0 total(indirect: See Footnotes)→ Ordinary Shares (10,280,000 underlying) - Conversion
Class B Ordinary Shares
2022-12-14−11,014,375→ 0 total(indirect: See Footnotes)→ Ordinary Shares (11,014,375 underlying)
Footnotes (6)
- [F1]The Class B ordinary shares were cancelled and, in exchange, the holder(s) thereof was entitled to receive ordinary shares of Lanvin Group Holdings Limited on a one-for-one basis upon the consummation of the Issuer's initial business combination on December 14, 2022 (the "Initial Business Combination").
- [F2]The reporting person forfeited 6,014,375 shares in connection with the closing of the Initial Business Combination pursuant to that certain letter agreement, dated December 2, 2022, by and among the Issuer, the Sponsor (as defined below) and the other parties thereto.
- [F3]Each Private Placement Warrant is exercisable to purchase one Class A ordinary share of the Issuer at an exercise price of $11.50 per share.
- [F4]As described in the Issuer's Registration Statement on Form S-1/A (File No. 333-252917) filed with the Securities and Exchange Commission on January 15, 2021 (the "Registration Statement"), the Private Placement Warrants are identical to the warrants sold in connection with the Issuer's initial public offering ("IPO"), except that the Private Placement Warrants, so long as they are held by Primavera Capital Acquisition LLC (the "Sponsor") or its permitted transferees, (i) are not redeemable by the Issuer, (ii) may not (including the Class A ordinary shares of the Issuer issuable upon exercise of such warrants), subject to certain limited exceptions, be transferred, assigned or sold by until 30 days after the completion of the Issuer's Initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) are entitled to registration rights.
- [F5]The reporting person disposed of all Private Placement Warrants upon the consummation of the Issuer's Initial Business Combination, which were automatically exchanged into corresponding warrants exercisable for ordinary shares of Lanvin Group Holdings Limited.
- [F6]Fred Hu is the sole manager of the Sponsor and has sole voting and investment power with respect to the ordinary shares held by the Sponsor. Mr. Hu disclaims beneficial ownership of the ordinary shares held by the Sponsor except to the extent of his pecuniary interest therein.
Issuer
Primavera Capital Acquisition Corp.
CIK 0001818787
Entity typeother
Related Parties
1- filerCIK 0001686100
Filing Metadata
- Form type
- 4
- Filed
- Dec 15, 7:00 PM ET
- Accepted
- Dec 16, 4:17 PM ET
- Size
- 22.7 KB