Statement of Changes in Beneficial Ownership (4)
November 17 2020 - 5:10PM
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).
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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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
*
Nayyar Ashok |
2. Issuer Name and Ticker or Trading Symbol
Atlantic Avenue Acquisition Corp
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ASAQ
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Executive Officer |
(Last)
(First)
(Middle)
C/O ATLANTIC AVENUE ACQUISITION CORP, 2200 ATLANTIC STREET, SUITE 501 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/16/2020 |
(Street)
STAMFORD, CT 06902
(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
_
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, par value $0.0001 per share | (2) | 11/16/2020 | | D (3) | | | 750000 | (2) | (2) | Class A common stock, par value $0.0001 | 750000 (3) | $0 | 3815000 | I | Footnotes (1)(2)(4)(5) |
Explanation of Responses: |
(1) | This form is being filed by the following reporting persons: Ashok Nayyar, Atlantic Avenue Partners LLC (the "Sponsor") and Atlantic Avenue Partners GP LLC (the "GP" and, together with the Sponsor and Ashok Nayyar, the "Reporting Persons"). Because of the relationships among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any. |
(2) | The shares of Class B Common Stock, par value $0.0001 (the "Class B Shares"), of Atlantic Avenue Acquisition Corp (the "Issuer") have no expiration date and are convertible into shares of Class A Common Stock, par value $0.0001 per share, of the Issuer, as described under the heading "Description of Securities-Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-248782). |
(3) | The Sponsor forfeited 750,000 Class B Shares to the Issuer for no consideration, which was exempted pursuant to Rule 16b-3(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in connection with the underwriters' election not to exercise the over-allotment option. |
(4) | The managing member of the Sponsor is the GP, and Mr. Nayyar is the sole and managing member of the GP. |
(5) | Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.. |
Remarks: Exhibit 99.1 Joint Filer Information and Signatures. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Nayyar Ashok C/O ATLANTIC AVENUE ACQUISITION CORP 2200 ATLANTIC STREET, SUITE 501 STAMFORD, CT 06902 | X | X | Chief Executive Officer |
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Atlantic Avenue Partners LLC C/O ATLANTIC AVENUE ACQUISITION CORP 2200 ATLANTIC STREET, SUITE 501 STAMFORD, CT 06902 |
| X |
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Atlantic Avenue Partners GP LLC C/O ATLANTIC AVENUE ACQUISITION CORP 2200 ATLANTIC STREET, SUITE 501 STAMFORD, CT 06902 |
| X |
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Signatures
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/s/ Ashok Nayyar | | 11/17/2020 |
**Signature of Reporting Person | Date |
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