SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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*
COGUT CRAIG M

(Last) (First) (Middle)
750 EAST MAIN STREET, SUITE 600

(Street)
STAMFORD CT 06902

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
11/04/2021
3. Issuer Name and Ticker or Trading Symbol
7 Acquisition Corp [ SVNAU ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Class B ordinary shares (1) (1) Class A ordinary shares 5,630,000(2) (1) D(3)(4)
Explanation of Responses:
1. As described in the issuer's registration statement on Form S-1 (File No. 333-260368) under the heading "Description of Securities--Founder Shares", the Class B ordinary shares, par value $0.0001 per share, will automatically convert into Class A ordinary shares, par value $0.0001 per share, 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 for share splits, share capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.
2. The Class B ordinary shares beneficially owned by the reporting person include up to 750,000 shares that are subject to forfeiture to the extent the underwriters of the initial public offering of the issuer's securities do not exercise in full their over-allotment option as described in the issuer's registration statement.
3. Voting and investment decisions with respect to the ordinary shares held of record by 7 Acquisition Holdings, LLC require the unanimous approval of the reporting person and Aren LeeKong and Joel Haney. Accordingly, the reporting person may be deemed to beneficially own the reported securities, provided that the reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein and this filing shall not be deemed an admission of beneficial ownership for any other purpose.
4. 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 Craig Cogut is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any equity securities in excess of their respective pecuniary interests.
Remarks:
Exhibit List - Exhibit 24.1 - Power of Attorney
/s/ Craig Cogut 11/10/2021
** 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 5 (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.