Statement of Changes in Beneficial Ownership (4)
April 14 2023 - 4:27PM
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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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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Hawks Carney |
2. Issuer Name and Ticker or Trading Symbol
Hawks Acquisition Corp
[
HWKZ
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner _____ Officer (give title below) __X__ Other (specify below) See Remarks |
(Last)
(First)
(Middle)
600 LEXINGTON AVENUE, 9TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
4/12/2023 |
(Street)
NEW YORK, NY 10022 |
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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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
☐
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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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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Class A Common Stock | 4/12/2023 | | C | | 5482000 (1) | A | (1) | 5482000 | D | |
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) | 4/12/2023 | | C | | | 5482000 | (1) | (1) | Class A Common Stock | 5482000 | (1) | 0 | I | See footnote (2) |
Explanation of Responses: |
(1) | On April 12, 2023, the Reporting Person converted its shares of Class B common stock, par value $0.0001 per share, into shares of Class A common stock, par value $0.0001 per share, pursuant to the terms of the Class B common stock as described in the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-258264). |
(2) | J. Carney Hawks is the managing member of JC Hawks & Co LLC, which is the managing member of Hawks Acquisition Founders Company LLC, which is the managing member of Hawks Sponsor LLC. The shares beneficially owned by Hawks Sponsor LLC may also be deemed to be beneficially owned by Mr. Hawks, JC Hawks & Co LLC, and Hawks Acquisition Founders Company LLC. |
Remarks: Chief Executive Officer and Chairman of the Board of Directors |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Hawks Carney 600 LEXINGTON AVENUE, 9TH FLOOR NEW YORK, NY 10022 | X | X |
| See Remarks |
Hawks Sponsor LLC 600 LEXINGTON AVENUE, 9TH FLOOR NEW YORK, NY 10022 |
| X |
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Hawks Acquisition Founders Co LLC 600 LEXINGTON AVENUE, 9TH FLOOR NEW YORK, NY 10022 |
| X |
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JC Hawks & Co LLC 600 LEXINGTON AVENUE, 9TH FLOOR NEW YORK, NY 10022 |
| X |
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Signatures
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/s/ See Signatures Included in Exhibit 99.1 | | 4/14/2023 |
**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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