1.
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NAME OF REPORTING PERSON
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Locust Wood Capital Advisers, LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [ ]
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(b) [ ]
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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5.
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SOLE VOTING POWER
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3,107,727 (1)
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6.
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SHARED VOTING POWER
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0
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7.
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SOLE DISPOSITIVE POWER
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3,107,727 (1)
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8.
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SHARED DISPOSITIVE POWER
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0
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,107,727 (1)
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ] |
11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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Less than 1% (2)
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12.
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TYPE OF REPORTING PERSON
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IA
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(1) |
Consisting of (i) 2,504,840 shares of Class A Common Stock, (ii) 548,687 shares of Class A Common Stock issuable upon the exercise of 548,687 redeemable warrants and (iii) 54,200 shares of Class A Common Stock in connection with the Units
(consisting of 40,650 Units, which represent (x) 40,650 shares of Class A Common Stock and (y) 13,550 shares of Class A Common Stock issuable upon the exercise of the redeemable warrants associated with the Units). See Item 4(a) below for a
full description of the Reporting Person’s beneficial ownership.
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(2) |
This percentage is based on a denominator that is equal to the sum of (i) 328,973,942 shares of Class A Common Stock outstanding as of November 4, 2020, as disclosed in the Issuer’s 10Q filed with the
Securities and Exchange Commission on November 5, 2020 and (ii) 562,237 shares of Class A Common Stock issuable upon the exercise of the redeemable warrants and the redeemable warrants associated with the Units.
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Item 1(a). |
Name of Issuer:
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Item 1(b). |
Address of Issuer’s Principal Executive Offices:
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Item 2(a). |
Name of Person Filing:
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Item 2(b). |
Address of Principal Business Office or, if None, Residence:
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Item 2(c). |
Citizenship:
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Item 2(d). |
Title of Class of Securities:
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Item 2(e). |
CUSIP Number:
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Item 3. |
If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
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(a)
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[ ]
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Broker or dealer registered under Section 15 of the Exchange Act.
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(b)
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[ ]
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Bank as defined in Section 3(a)(6) of the Exchange Act.
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(c)
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[ ]
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Insurance company defined in Section 3(a)(19) of the Exchange Act.
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(d)
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[ ]
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Investment company registered under Section 8 of the Investment Company Act.
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(e)
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[x]
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Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
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(f)
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[ ]
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Employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
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(g)
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[ ]
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Parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
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(h)
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[ ]
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Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
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(i)
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[ ]
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Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
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(j)
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[ ]
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Non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J).
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(k)
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[ ]
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Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____
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(a) |
Amount beneficially owned by the Reporting Person as of December 31, 2020:
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(b) |
Percent of Class:
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(c) |
Number of shares as to which such person has:
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Item 5. |
Ownership of Five Percent or Less of a Class.
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Item 6. |
Ownership of More than Five Percent on Behalf of Another Person.
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Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
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Item 8. |
Identification and Classification of Members of the Group.
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Item 9. |
Notice of Dissolution of Group.
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Item 10. |
Certification.
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LOCUST WOOD CAPITAL ADVISERS, LLC
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By:
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/s/ Paul Morris
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Name:
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Paul Morris,
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Title:
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Chief Operating Officer and
Chief Compliance Officer
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