SEC Form 4
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*
KINS Capital Sponsor LLC

(Last) (First) (Middle)
FOUR PALO ALTO SQUARE, SUITE 200
3000 EL CAMINO REAL

(Street)
PALO ALTO CA 94306

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CXApp Inc. [ CXAI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/28/2023
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 08/28/2023 J(1) 6,652,776 D $0 0(4) D(2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
Private Placement Warrants $11.5 08/28/2023 J(1) 9,103,528 (3) 03/14/2028 Class A Common Stock 9,103,528 $0 0(4) D(2)
1. Name and Address of Reporting Person*
KINS Capital Sponsor LLC

(Last) (First) (Middle)
FOUR PALO ALTO SQUARE, SUITE 200
3000 EL CAMINO REAL

(Street)
PALO ALTO CA 94306

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
CVH, LLC

(Last) (First) (Middle)
FOUR PALO ALTO SQUARE, SUITE 200
3000 EL CAMINO REAL

(Street)
PALO ALTO CA 94306

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Sheikh Khurram P

(Last) (First) (Middle)
FOUR PALO ALTO SQUARE, SUITE 200
3000 EL CAMINO REAL

(Street)
PALO ALTO CA 94306

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
Explanation of Responses:
1. Reflects Issuer securities distributed by KINS Capital Sponsor LLC (formerly known as KINS Capital LLC) ("Sponsor") to its members on a pro-rata basis.
2. The Sponsor, in whose name the securities reported herein were held, is managed by its managing member, CVH, LLC (formerly known as Cardinal Venture Holdings LLC) ("CVH"). The managing member of CVH is Khurram P. Sheikh. Each of CVH and Mr. Sheikh may be deemed a beneficial owner of shares held by the Sponsor but each disclaims beneficial ownership of any such shares except to the extent of its or his respective pecuniary interest therein.
3. Each private placement warrant is exercisable for one share of the Issuer's Class A Common Stock. All of the private placement warrants reported herein are exercisable.
4. Khurram P. Sheikh is the managing member of CVH and received 1,814,120 of the shares of the Issuer's Class A common stock and 657,528 of the private placement warrants distributed by the Sponsor based on his interests therein and now owns those securities directly. JKSFS Crut, for which Mr. Sheikh is the trustee, received 453,530 of the shares of the Issuer's Class A common stock distributed by the Sponsor based on its interests therein. Mr. Sheikh may be deemed a beneficial owner of the securities held by JKSFS Crut but disclaims beneficial ownership of any such securities except to the extent of his pecuniary interest therein.
Remarks:
Khurram P. Sheikh, the managing member of CVH, serves on the board of directors of CXApp Inc. For the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each of the Sponsor and CVH may be deemed a director by deputization with respect to CXApp Inc. on the basis of Mr. Sheikh's service on CXApp Inc.'s board of directors.
KINS Capital Sponsor LLC (formerly known as KINS Capital LLC) By: /s/ Khurram P. Sheikh, President 08/30/2023
CVH, LLC (formerly known as Cardinal Venture Holdings LLC) By: /s/ Khurram P. Sheikh, Managing Member 08/30/2023
/s/ Khurram P. Sheikh 08/30/2023
** Signature of Reporting Person Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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