| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
PMV Consumer Acquisition Corp. [ PMVC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/17/2022 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A common stock, $0.0001 par value | 10/17/2022 | C(1) | 3,000,000 | A | $0(1) | 3,000,000 | D(2) | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: 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 | $0 | 09/27/2022 | G(3) | V | 200,000 | (1) | (1) | Class A common stock | 200,000 | $0(1) | 4,175,000(4) | D(2) | |||
| Class B Common Stock | $0 | 10/17/2022 | C(1) | 3,000,000 | (1) | (1) | Class A common stock | 3,000,000 | $0(1) | 1,175,000 | D(2) | ||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. As described in the Issuer's registration statement on Form S-1 (File No. 333-241670) (the "Registration Statement") under the heading "Description of Securities--Founder Shares," the shares of Class B common stock, par value $0.0001 per share ("Class B Common Stock"), have no expiration date and will automatically convert into shares of Class A common stock, par value $0.0001 per share ("Class A Common Stock"), of the Issuer at the time of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment as set forth in the Registration Statement. On October 17, 2022, the reporting person elected to convert 3,000,000 shares of Class B Common Stock to Class A Common Stock on a one-for-one basis. |
| 2. PMV Consumer Acquisition Holding Company, LLC is the record holder of the securities reported herein. PMV Consumer Delaware Management Partners LLC is the managing member of PMV Consumer Acquisition Holding Company, LLC. Accordingly, PMV Consumer Delaware Management Partners LLC has voting and dispositive power over the securities held by PMV Consumer Acquisition Holding Company, LLC and may be deemed to beneficially own such securities. |
| 3. On September 27, 2022, the reporting person contributed 200,000 shares of Class B Common Stock to the Issuer for the purposes of making a deposit into the Issuer's IPO Trust Account, for the benefit of the public shares that were not redeemed by the public stockholders in connection with the special meeting of shareholders held on September 21, 2022. |
| 4. The total in Column 9 reflects that the reporting person forfeited 656,250 shares of Class B Common Stock to the Issuer for no consideration, in connection with the underwriters' election not to exercise the overallotment option at the end of the 45-day option period on November 5, 2020. |
| /s/ Jeffrey Illustrato, Executive Vice President of PMV Consumer Delaware Management Partners, LLC, Managing Member of PMV Consumer Acquisition Holding Company, LLC | 10/27/2022 | |
| /s/ Jeffrey Illustrato, Executive Vice President of PMV Consumer Delaware Management Partners LLC | 10/27/2022 | |
| ** 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 Number. | ||