0000902664-21-000724.txt : 20210201 0000902664-21-000724.hdr.sgml : 20210201 20210201172845 ACCESSION NUMBER: 0000902664-21-000724 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210129 FILED AS OF DATE: 20210201 DATE AS OF CHANGE: 20210201 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: UBBEN JEFFREY W CENTRAL INDEX KEY: 0001159187 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39288 FILM NUMBER: 21577932 MAIL ADDRESS: STREET 1: 572 RUGER STREET STREET 2: SUITE B CITY: SAN FRANCISCO STATE: CA ZIP: 94129 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: INCLUSIVE CAPITAL PARTNERS, L.P. CENTRAL INDEX KEY: 0001817187 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39288 FILM NUMBER: 21577933 BUSINESS ADDRESS: STREET 1: 572 RUGER STREET, SUITE B CITY: SAN FRANCISCO STATE: CA ZIP: 94129 BUSINESS PHONE: (415) 440-5801 MAIL ADDRESS: STREET 1: 572 RUGER STREET, SUITE B CITY: SAN FRANCISCO STATE: CA ZIP: 94129 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: AppHarvest, Inc. CENTRAL INDEX KEY: 0001807707 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE PRODUCTION - CROPS [0100] IRS NUMBER: 845042965 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 401 W. MAIN STREET, SUITE 321 CITY: LEXINGTON STATE: KY ZIP: 40507 BUSINESS PHONE: (606) 653-6100 MAIL ADDRESS: STREET 1: 401 W. MAIN STREET, SUITE 321 CITY: LEXINGTON STATE: KY ZIP: 40507 FORMER COMPANY: FORMER CONFORMED NAME: Novus Capital Corp DATE OF NAME CHANGE: 20200325 4 1 ownership.xml X0306 4 2021-01-29 0 0001807707 AppHarvest, Inc. APPH 0001159187 UBBEN JEFFREY W 572 RUGER STREET SUITE B SAN FRANCISCO CA 94129 1 0 1 0 0001817187 INCLUSIVE CAPITAL PARTNERS, L.P. 572 RUGER STREET, SUITE B SAN FRANCISCO CA 94129 1 0 1 1 See Remarks Common Stock, par value $0.0001 per share ("Common Stock") 2021-01-29 4 A 0 6556368 A 6556368 I See footnotes Common Stock 2021-01-29 4 A 0 3242336 A 9798704 I See footnotes Common Stock 2021-01-29 4 A 0 2000000 10 A 11798704 I See footnotes The securities reported herein are held by Inclusive Capital Partners Spring Master Fund, L.P. ("In-Cap Spring Master Fund"). Inclusive Capital Partners, L.P., a Delaware limited partnership, ("In-Cap") acts as investment manager to In-Cap Spring Master Fund. Mr. Jeffrey W. Ubben ("Mr. Ubben", and together with In-Cap, the "Reporting Persons") indirectly controls In-Cap. Received pursuant to the Business Combination Agreement and Plan of Reorganization (the "BCA"), dated as of September 28, 2020, by and among Novus Capital Corporation ("Novus"), ORGA Inc., a direct, wholly-owned subsidiary of Novus ("Merger Sub"), and AppHarvest Operations, Inc. (f/k/a AppHarvest, Inc.)("Legacy AppHarvest") pursuant to which, through a merger between Legacy AppHarvest and Merger Sub, Legacy AppHarvest became a direct, wholly-owned subsidiary of Novus, which subsequently changed its name to AppHarvest, Inc. (the "Issuer"). The filing of this statement shall not be deemed an admission that either Reporting Person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. The Reporting Persons expressly disclaim beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein. Received upon the closing of the transactions under the BCA (the "Closing") pursuant to the automatic conversion of principal and unpaid and accrued interest on certain convertible notes issued by Legacy AppHarvest and assumed by the Issuer immediately prior to the Closing. The conversion was effected at a price of $9.50 per share. In-Cap Spring Master Fund purchased 2,000,000 shares of Common Stock from the Issuer, at a price of $10.00 per share, in a private placement. In-Cap may be deemed to be a director by deputization for purposes of Section 16 under the Securities Exchange Act of 1934, as amended, by virtue of the fact that Mr. Ubben currently serves on the board of directors of the Issuer. /s/ Jeffrey W. Ubben 2021-02-01 Inclusive Capital Partners, L.P., /s/ Anne T. Sullivan, Chief Operating Officer 2021-02-01