Statement of Changes in Beneficial Ownership (4)
July 26 2022 - 3:12PM
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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OMB APPROVAL
OMB Number:
3235-0287
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0.5
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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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Bilander Holdings, LLC |
2. Issuer Name and Ticker or Trading Symbol
Bilander Acquisition Corp.
[
TWCB
]
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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 BILANDER ACQUISITION CORPORATION, FOUR EMBARCADERO CENTER, SUITE 2100 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/9/2022 |
(Street)
SAN FRANCISCO, CA 94111
(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)
___ Form filed by One Reporting Person
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X
_ 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 common stock | (1) | 5/9/2022 | | J (2) | | 8334 (2) | | (1) | (1) | Class A common stock | 8334 | (2) | 5542198 | D (3) | |
Explanation of Responses: |
(1) | As described in the issuer's registration statement on Form S-1 (File No. 333-253419) under the heading "Principal Stockholders", the Class B common stock will automatically convert into shares of Class A common stock in three tranches after the issuer's initial business combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights. Shares of Class B common stock that are issued and outstanding on the ten year anniversary of issuer's initial business combination will be automatically forfeited for no consideration. |
(2) | Represents shares of Class B common stock transferred back to the reporting persons for no consideration following the resignation of Alexi Wellman from the issuer's board of directors on May 9, 2022. Prior to this transfer, the reporting persons held 5,533,864 shares of Class B common stock as a result of its forfeiture of 132,801 shares of Class B of common stock in connection with the partial exercise of the over-allotment option granted by the issuer pursuant to the underwriting agreement for the issuer's initial public offering. |
(3) | This Form 4 is being filed by Bilander Holdings, LLC, a Delaware limited liability company and sponsor of the issuer ("Sponsor"). Shipyard Advisors, L.P. ("Shipyard") is the managing member of Sponsor and Bilander Aggregator, LLC. Shipyard Advisors GP, LLC is the general partner of Shipyard. As the managing members of Shipyard Advisors GP, LLC, James H. Greene and Adam H. Clammer may be deemed to have or share beneficial ownership of the Class B common stock held directly by Sponsor. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Bilander Holdings, LLC C/O BILANDER ACQUISITION CORPORATION FOUR EMBARCADERO CENTER, SUITE 2100 SAN FRANCISCO, CA 94111 |
| X |
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Shipyard Advisors GP, LLC FOUR EMBARCADERO CENTER SUITE 2100 SAN FRANCISCO, CA 94111 |
| X |
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Shipyard Advisors, L.P. FOUR EMBARCADERO CENTER SUITE 2100 SAN FRANCISCO, CA 94111 |
| X |
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Bilander Aggregator, LLC FOUR EMBARCADERO CENTER, SUITE 2100 SAN FRANCISCO, CA 94111 |
| X |
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CLAMMER ADAM FOUR EMBARCADERO CENTER, SUITE 2100 SAN FRANCISCO, CA 94111 |
| X |
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GREENE JAMES H JR FOUR EMBARCADERO CENTER, SUITE 2100 SAN FRANCISCO, CA 94111 |
| X |
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Signatures
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/s/ Rufina Adams, as Attorney-in-Fact for Bilander Holdings, LLC | | 7/26/2022 |
**Signature of Reporting Person | Date |
/s/ Rufina Adams, as Attorney-in-Fact for Shipyard Advisors GP, LLC | | 7/26/2022 |
**Signature of Reporting Person | Date |
/s/ Rufina Adams, as Attorney-in-Fact for Shipyard Advisors, L.P. | | 7/26/2022 |
**Signature of Reporting Person | Date |
/s/ Rufina Adams, as Attorney-in-Fact for Bilander Aggregator, LLC | | 7/26/2022 |
**Signature of Reporting Person | Date |
/s/ Rufina Adams, as Attorney-in-Fact for Adam Clammer | | 7/26/2022 |
**Signature of Reporting Person | Date |
/s/ Rufina Adams, as Attorney-in-Fact for James H. Greene Jr. | | 7/26/2022 |
**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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