FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 02/25/2021 |
3. Issuer Name and Ticker or Trading Symbol
Freedom Acquisition I Corp. [ FACT.U ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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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 Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: 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 ordinary shares(1)(2) | (1)(2) | (1)(2) | Class A ordinary shares(1)(2) | 8,542,500(1)(2) | (1)(2) | D(3) |
Explanation of Responses: |
1. These shares represent Class B ordinary shares held by the reporting person, acquired pursuant to a securities purchase agreement by and between the reporting person and the issuer. The Class B ordinary shares owned by the reporting person includes up to 1,125,000 Class B ordinary shares that are subject to forfeiture in the event the underwriters of the initial public offering of the issuer's securities do not exercise in full their over-allotment option as described in the issuer's registration statement on Form S-1 (File No. 333-252940) filed with the Securities and Exchange Commission on February 10, 2021, as amended (the "Registration Statement"). |
2. The Class B Shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the issuer's initial business combination on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, as described in the section entitled "Description of Securities" in the issuer's Registration Statement. The Class B ordinary shares have no expiration date. |
3. These shares are held of record by Freedom Acquisition I LLC. Freedom Acquisition I LLC's three managers are Tidjane Thiam, Adam Gishen and Abhishek Bhatia. The approval of two of the three members of the board of managers is required to approve an action of Freedom Acquisition I LLC. Accordingly, none of these three managers will be deemed to have or share beneficial ownership of these shares and, for the avoidance of doubt, each expressly disclaims any such beneficial ownership. |
/s/ Adam Gishen, authorized signatory | 02/25/2021 | |
** 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 Number. |