SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Empower Sponsor Holdings LLC (Last) (First) (Middle) C/O MIDOCEAN PARTNERS 245 PARK AVENUE, 38TH FLOOR (Street) NEW YORK NY 10167 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/06/2020	3. Issuer Name and Ticker or Trading Symbol Empower Ltd. [ EMPW ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B ordinary shares	(1)	(1)	Class A ordinary shares	7,187,500	(1)	D(2)

1. Name and Address of Reporting Person* Empower Sponsor Holdings LLC (Last) (First) (Middle) C/O MIDOCEAN PARTNERS 245 PARK AVENUE, 38TH FLOOR (Street) NEW YORK NY 10167 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* VIRTUE J EDWARD (Last) (First) (Middle) C/O MIDOCEAN PARTNERS 245 PARK AVENUE, 38TH FLOOR (Street) NEW YORK NY 10167 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. As described in the registration statement on Form S-1 (File No. 333-248899) filed by the issuer of the Class B ordinary shares, under the heading "Description of Securities," the Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the issuer's initial business combination or earlier at the option of the holders thereof, on a one-for-one basis, subject to certain adjustments described therein, and have no expiration date.

2. Empower Sponsor Holdings LLC is the record holder of the shares reported. The managing member of the Empower Sponsor Holdings LLC is MidOcean Associates V, L.P. The general partner of MidOcean Associates V, L.P. is Ultramar Capital, Ltd., which is controlled by James Edward Virtue. Each of MidOcean Associates V, L.P., Ultramar Capital, Ltd. and Mr. Virtue disclaim beneficial ownership of the shares held of record by any other person except to the extent of their respective pecuniary interests therein.

	/s/ James Edward Virtue	10/06/2020
	MidOcean Associates V, L.P., managing member By: Ultramar Capital, Ltd., general partner By: /s/ James Edward Virtue	10/06/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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