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