Statement of Changes in Beneficial Ownership (4)
February 06 2023 - 3:46PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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
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Slam Sponsor, LLC |
2. Issuer Name and Ticker or Trading Symbol
Slam Corp.
[
SLAM
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O 55 HUDSON YARDS, 47TH FLOOR,, SUITE C |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/2/2023 |
(Street)
NEW YORK, NY 10001
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Class B ordinary shares | (1)(2) | 2/2/2023 | | C (1) | | 21000 | | (2) | (2) | Class A ordinary shares | 21000 | $0.002 (1) | 14236000 (3) | D | |
Class B ordinary shares | (2)(4) | 2/2/2023 | | S (5) | | | 10000 | (2) | (2) | Class A ordinary shares | 10000 | $1.00 (5) | 14226000 (3) | D | |
Explanation of Responses: |
(1) | The reported transaction represents the exempt exercise of an option to repurchase 21,000 Class B ordinary shares, par value $0.0001 (the "Class B Shares") previously sold by Slam Sponsor, LLC (the "Sponsor") to Barbara Byrne pursuant to that certain Securities Assignment Agreement dated January 31, 2021, among the Sponsor, the issuer and Barbara Byrne, which provided the Sponsor with an option to repurchase the Class B Shares upon Barbara Byrne's resignation from the Issuer's board of directors prior to vesting, at the original purchase price (approximately $0.002 per share) paid by Barbara Byrne. |
(2) | As described in the issuer's registration statement on Form S-1 (File No. 333-252727) under the heading "Description of Securities-Founder Shares", the Class B Shares will automatically convert into Class A ordinary shares, par value $0.0001, of the issuer at the time of the issuer's initial business combination transaction on a one-for-one basis, subject to adjustment for share splits, share capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date. |
(3) | The reported securities corrects an overstatement of 11,333,333 Class B Shares reported in a prior Form 4 filed by the Sponsor on March 11, 2022, and amended on March 17, 2022, which filings inadvertently included as Class B Shares, the 11,333,333 private placement warrants owned by the Sponsor. |
(4) | Represents 10,000 Class B Shares sold by the Sponsor. |
(5) | On February 2, 2023, the Sponsor sold 10,000 Class B Shares to Alex Zyngier for $10,000, or approximately $1.00 per share, in connection with Mr. Zyngier's appointment to the board of directors of the issuer. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Slam Sponsor, LLC C/O 55 HUDSON YARDS, 47TH FLOOR, SUITE C NEW YORK, NY 10001 |
| X |
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Signatures
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/s/ Himanshu Gulati, as authorized signatory | | 2/6/2023 |
**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 4(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 control number. |
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