4//SEC Filing
Virtuoso Sponsor LLC 4
Accession 0001213900-21-061357
CIK 0001822888other
Filed
Nov 21, 7:00 PM ET
Accepted
Nov 22, 9:08 PM ET
Size
16.0 KB
Accession
0001213900-21-061357
Insider Transaction Report
Form 4
Virtuoso Sponsor LLC
Director10% Owner
Transactions
- Other
Class C Common Stock, par value $0.0001
2021-11-18+6,600,000→ 6,600,000 total - Other
Class C Common Stock
2021-11-18−6,600,000→ 0 total - Other
Class B Common Stock, par value $0.0001
2021-11-18−5,750,000→ 0 total→ Class A Common Stock (5,750,000 underlying) - Other
Private Warrants
2021-11-18−6,600,000→ 0 totalExercise: $11.50→ Class A Common Stock (6,600,000 underlying)
Footnotes (5)
- [F1]This form is being filed by Virtuoso Sponsor LLC (the "Sponsor") and Jeffrey D. Warshaw, as the Sponsor's sole managing member (and together with the Sponsor the "Reporting Persons"). Because of the relationships among the Reporting Persons, the Reporting Persons may have been deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Each Reporting Person disclaimed beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any, prior to their disposition of the securities.
- [F2]On November 18, 2021, in connection with the consummation of the business combination ("Business Combination") pursuant to that certain Amended and Restated Agreement and Plan of Merger ("Business Combination Agreement"), dated May 28, 2021, by and among Virtuoso Acquisition Corp. ("Virtuoso"), Wejo Group Limited ("Wejo"), Yellowstone Merger Sub, Inc. Wejo Bermuda Limited ("WBL") and Wejo Limited and that certain Sponsor Agreement, dated May 28, 2021, by and among Virtuoso, Wejo, Sponsor and the certain other insiders thereto, the Sponsor contributed its private warrants to Virtuoso to effect a recapitalization, under which the Sponsor received Class C Common Stock, par value 0.0001 per share ("Class C Common Stock") of Virtuoso and the private warrants were cancelled. Immediately after the recapitalization, Sponsor contributed to WBL the Class C Common Stock for Sponsor Preferred Shares, par value 0.0001 of WBL, and the Class C Common Stock was cancelled.
- [F3]On November 18, 2021, each share of Class B common stock of Virtuoso Acquisition Corp. ("Virtuoso") directly held by Sponsor was cancelled, and Wejo Group Limited ("Wejo") issued shares of Class A common stock of Wejo on a one-to-one basis to the Sponsor in connection with the consummation of the Business Combination.
- [F4]As described in Virtuoso's registration statement on Form S-1 (File No. 333-251781) (the "Registration Statement") under the heading "Description of Securities--Founder Shares," the shares of Class B common stock, par value $0.0001 per share ("Class B Common Stock"), were to automatically be converted into shares of Wejo Common Shares, at the time of Virtuoso's initial business combination, on a one-for-one basis, subject to certain adjustments described therein and have no expiration date.
- [F5]Concurrently with the initial public offering of Virtuoso, the Sponsor purchased private placement warrants to purchase Class A Common Stock, par value $0.0001 per share ("Class A Common Stock") or a price of $1.00 per private placement warrant. Each private placement warrant was exercisable to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment, and would have become exercisable 30 days after the completion of Virtuoso's initial business combination and expire five years after the completion of Virtuoso's initial business combination or earlier upon redemption or liquidation, as described under the heading "Description of Securities--Redeemable Warrants--Private Placement Warrants" in the Registration Statement.
Documents
Issuer
Virtuoso Acquisition Corp.
CIK 0001822888
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001822887
Filing Metadata
- Form type
- 4
- Filed
- Nov 21, 7:00 PM ET
- Accepted
- Nov 22, 9:08 PM ET
- Size
- 16.0 KB