0000899243-20-033255.txt : 20201209 0000899243-20-033255.hdr.sgml : 20201209 20201209214409 ACCESSION NUMBER: 0000899243-20-033255 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20201209 FILED AS OF DATE: 20201209 DATE AS OF CHANGE: 20201209 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PCPC Holdings, LLC CENTRAL INDEX KEY: 0001824985 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39784 FILM NUMBER: 201379291 BUSINESS ADDRESS: STREET 1: 667 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10065 BUSINESS PHONE: 646-876-6351 MAIL ADDRESS: STREET 1: 667 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10065 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Periphas Capital Partnering Corp CENTRAL INDEX KEY: 0001824993 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 667 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10065 BUSINESS PHONE: 646-876-6351 MAIL ADDRESS: STREET 1: 667 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10065 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2020-12-09 0 0001824993 Periphas Capital Partnering Corp PCPC 0001824985 PCPC Holdings, LLC 667 MADISON AVENUE, 15TH FLOOR NEW YORK NY 10065 0 0 1 0 Class F common stock Class A common stock 690000 D Class B common stock Class A common stock 120000 D As described in the issuer's registration statement on Form S-1 (File No. 333-249729) under the heading "Description of Securities-Founder Shares", the shares of Class F common stock, par value $0.0001, will automatically convert into shares of Class A common stock, par value $0.0001, of the issuer at the time of the issuer's initial partnering transaction on a one-for-one basis, subject to adjustment for share splits, share capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date. The shares of Class F common stock owned by the reporting person include up to 90,000 shares that are subject to forfeiture to the extent 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. As described in the issuer's registration statement on Form S-1 (File No. 333-249729) under the heading "Description of Securities-Performance Shares", a portion of the shares of Class B common stock, par value $0.0001, will automatically convert into shares of Class A common stock, par value $0.0001, of the issuer on the last day of each fiscal year following consummation of the partnering transaction, depending on a number of factors including, but not limited to, the per price share of the issuer's shares of Class A common stock, as described under the heading "Description of Securities-Performance Shares". This Form 3 is being filed by PCPC Holdings, LLC, sponsor of the issuer ("Sponsor"). Sponsor is controlled by its managing member, which is indirectly controlled by Sanjeev Mehra. Mr. Mehra indirectly controls the Sponsor, and as such has voting and investment discretion with respect to the securities held by the Sponsor and may be deemed to have beneficial ownership of the securities held directly by the Sponsor. Mr. Mehra disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. PCPC Holdings, LLC, /s/ Sanjeev Mehra, By: Sanjeev Mehra, Title: Chief Executive Officer 2020-12-09