0001213900-20-042128.txt : 20201210 0001213900-20-042128.hdr.sgml : 20201210 20201210215238 ACCESSION NUMBER: 0001213900-20-042128 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20201210 FILED AS OF DATE: 20201210 DATE AS OF CHANGE: 20201210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DIAC Sponsor LLC CENTRAL INDEX KEY: 0001812362 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39783 FILM NUMBER: 201382094 BUSINESS ADDRESS: STREET 1: 1345 AVENUE OF THE AMERICAS 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10105 BUSINESS PHONE: 917-254-7700 MAIL ADDRESS: STREET 1: 1345 AVENUE OF THE AMERICAS 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10105 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Delwinds Insurance Acquisition Corp. CENTRAL INDEX KEY: 0001812360 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 851050265 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: ONE CITY CENTRE STREET 2: 1021 MAIN STREET, SUITE 1960 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: (713) 337-4077 MAIL ADDRESS: STREET 1: ONE CITY CENTRE STREET 2: 1021 MAIN STREET, SUITE 1960 CITY: HOUSTON STATE: TX ZIP: 77002 3 1 ownership.xml X0206 3 2020-12-10 0 0001812360 Delwinds Insurance Acquisition Corp. DWIN.U 0001812362 DIAC Sponsor LLC ONE CITY CENTRE 1021 MAIN STREET, SUITE 1960 HOUSTON TX 77002 0 0 1 0 Class B Common Stock Class A Common Stock 5031250 D As described in the registrant's registration statement on Form S-1 (File No. 333-248753) (the "Registration Statement") under the heading "Description of Securities--Founder Shares and Placement Shares," the shares of Class B common stock, par value $0.0001 per share, will automatically convert into shares of Class A common stock, par value $0.0001 per share, at the time of the registrant's initial business combination, on a one-for-one basis, subject to certain adjustments described therein and have no expiration date. These shares represent Class B common stock held by DIAC Sponsor LLC (the "Sponsor") acquired pursuant to a subscription agreement by and between the Sponsor and the registrant. The Class B common stock owned by the Sponsor includes up to 656,250 shares that are subject to forfeiture in the event the underwriters of the registrant's initial public offering do not exercise their over-allotment option in full as described in the Registration Statement. Andrew J. Poole, Chairman and Chief Executive Officer of the issuer, is the managing member of the Sponsor and has voting and investment discretion with respect to the securities held by the Sponsor. As such, Mr. Poole may be deemed to share beneficial ownership of the shares of Class B common stock held directly by the Sponsor. Mr. Poole disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly. /s/ Andrew J. Poole, Managing Member 2020-12-10