SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Genesis Park Holdings

(Last)

(First)

(Middle)

C/O GENESIS PARK ACQUISITION CORP.

2000 EDWARDS STREET, SUITE B

(Street)

HOUSTON

77007

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Genesis Park Acquisition Corp. [ GNPK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
11/27/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrants to purchase Class A ordinary shares	$11.5	11/27/2020		P		7,292,541⁽¹⁾		⁽²⁾	⁽³⁾	Class A ordinary shares	7,292,541	$1	7,292,541	D⁽⁴⁾

Explanation of Responses:

1. Genesis Park Holdings, the reporting person (the "Sponsor"), purchased 7,292,541 warrants, as described in the registrant's registration statement on Form S-1 (File No. 333-249066) (as amended, the "S-1"), in a private placement of warrants at a price of $1.00 per private placement warrant. Each whole private placement warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share.

2. The warrants become exercisable on the later of (i) 30 days after the completion of the registrant's initial business combination and (ii) 12 months from the closing of the issuer's initial public offering.

3. The warrants expire 5 years after the completion of the registrant's initial business combination or earlier upon redemption or liquidation, as described in the S-1.

4. Each of the registrant's officers and directors may hold a direct or indirect interest in the Sponsor. Each such 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.

Remarks:

Paul Hobby, a manager of Genesis Park II GP LLC, the general partner of Genesis Park II LP, which is the managing member of the reporting person, serves on the board of directors of the registrant. For purposes of Section 16 of the Securities Exchange Act of 1934, the reporting person may be deemed a director by deputization by virtue of Mr. Hobby's service on the issuer's board of directors.

	Genesis Park Holdings By: Genesis Park II LP, as Manager By: Genesis Park II GP LLC, its General Partner /s/ Paul W. Hobby, Name: Paul W. Hobby Title: Authorized Signatory	12/01/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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