0001213900-18-000342.txt : 20180110 0001213900-18-000342.hdr.sgml : 20180110 20180110095646 ACCESSION NUMBER: 0001213900-18-000342 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180109 FILED AS OF DATE: 20180110 DATE AS OF CHANGE: 20180110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CLAMMER ADAM CENTRAL INDEX KEY: 0001192808 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38339 FILM NUMBER: 18520515 MAIL ADDRESS: STREET 1: 10720 SIKES PL STREET 2: STE 300 CITY: CHARLOTTE STATE: NC ZIP: 28277 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GREENE JAMES H JR CENTRAL INDEX KEY: 0001205970 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38339 FILM NUMBER: 18520514 MAIL ADDRESS: STREET 1: C/O KKR STREET 2: 9 W 57TH ST CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: True Wind Capital, L.P. CENTRAL INDEX KEY: 0001645139 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38339 FILM NUMBER: 18520513 BUSINESS ADDRESS: STREET 1: 480 PACIFIC AVENUE, SUITE 200 CITY: SAN FRANCISCO STATE: CA ZIP: 94133 BUSINESS PHONE: 415-780-9975 MAIL ADDRESS: STREET 1: 480 PACIFIC AVENUE, SUITE 200 CITY: SAN FRANCISCO STATE: CA ZIP: 94133 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Nebula Holdings LLC CENTRAL INDEX KEY: 0001720351 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38339 FILM NUMBER: 18520516 BUSINESS ADDRESS: STREET 1: 480 PACIFIC AVENUE SUITE 200 CITY: SAN FRANCISCO STATE: CA ZIP: 94133 BUSINESS PHONE: 4157809981 MAIL ADDRESS: STREET 1: 480 PACIFIC AVENUE SUITE 200 CITY: SAN FRANCISCO STATE: CA ZIP: 94133 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Nebula Acquisition Corp CENTRAL INDEX KEY: 0001720353 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 823008583 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 480 PACIFIC AVENUE SUITE 200 CITY: SAN FRANCISCO STATE: CA ZIP: 94133 BUSINESS PHONE: 4157809981 MAIL ADDRESS: STREET 1: 480 PACIFIC AVENUE SUITE 200 CITY: SAN FRANCISCO STATE: CA ZIP: 94133 3 1 f3010918nebulahold_nebulaacq.xml OWNERSHIP DOCUMENT X0206 3 2018-01-09 0 0001720353 Nebula Acquisition Corp NEBU 0001720351 Nebula Holdings LLC FOUR EMBARCADERO CENTER, SUITE 2350 SAN FRANCISCO CA 94111 0 0 1 0 0001192808 CLAMMER ADAM C/O NEBULA ACQUISITION CORPORATION FOUR EMBARCADERO CENTER, SUITE 2350 SAN FRANCISCO CA 94111 0 0 1 0 0001205970 GREENE JAMES H JR C/O NEBULA ACQUISITION CORPORATION FOUR EMBARCADERO CENTER, SUITE 2350 SAN FRANCISCO CA 94111 0 0 1 0 0001645139 True Wind Capital, L.P. C/O NEBULA ACQUISITION CORPORATION FOUR EMBARCADERO CENTER, SUITE 2350 SAN FRANCISCO CA 94111 0 0 1 0 Class B Common Stock Class A Common Stock 7087500 D As described in the issuer's registration statement on Form S-1 (File No. 333-222317) under the heading "Description of Securities--Founder Shares", the shares of Class B common stock will automatically convert into shares of Class A common stock 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 stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and has no expiration date. These shares represent Class B common stock held by Nebula Holdings, LLC, acquired pursuant to a subscription agreement by and between Nebula Holdings, LLC and the issuer. The Class B common stock owned by the reporting person includes up to 937,500 shares that are subject to forfeiture in the event 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. True Wind Capital, L.P. is the managing member of Nebula Holdings, LLC and has voting and investment discretion with respect to the common stock held of record by Nebula Holdings, LLC. Adam Clammer and James Greene, Jr. are the managing members of True Wind Capital GP, LLC, the general partner of True Wind Capital, L.P. As such, True Wind Capital, L.P., Mr. Clammer and Mr. Greene may be deemed to have shared beneficial ownership of the common stock held directly by Nebula Holdings, LLC. Each such entity or person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. /s/ Adam Clammer, as managing member of True Wind Capital GP, LLC, the general partner of True Wind Capital, L.P., the managing member of Nebula Holdings, LLC 2018-01-09 /s/ Adam Clammer, as managing member of True Wind Capital GP, LLC, the general partner of True Wind Capital, L.P. 2018-01-09 /s/ Adam Clammer 2018-01-09 /s/ James Greene, Jr. 2018-01-09