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

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* Prospector Sponsor LLC (Last) (First) (Middle) C/O PROSPECTOR CAPITAL CORP. 1250 PROSPECT STREET, SUITE 200 (Street) LA JOLLA CA 92037 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/07/2021	3. Issuer Name and Ticker or Trading Symbol Prospector Capital Corp. [ PRSR ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) X Other (specify below) *Director by Deputization	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	8,625,000	(1)	D(2)

1. Name and Address of Reporting Person* Prospector Sponsor LLC (Last) (First) (Middle) C/O PROSPECTOR CAPITAL CORP. 1250 PROSPECT STREET, SUITE 200 (Street) LA JOLLA CA 92037 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) X Other (specify below) *Director by Deputization

1. Name and Address of Reporting Person* ABERLE DEREK K (Last) (First) (Middle) C/O PROSPECTOR CAPITAL CORP. 1250 PROSPECT STREET, SUITE 200 (Street) LA JOLLA CA 92037 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner X Officer (give title below) Other (specify below) CEO, Director

1. Name and Address of Reporting Person* Stone Nick (Last) (First) (Middle) C/O PROSPECTOR CAPITAL CORP. 1250 PROSPECT STREET, SUITE 200 (Street) LA JOLLA CA 92037 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner X Officer (give title below) Other (specify below) CFO, Director

1. Name and Address of Reporting Person* ALTMAN STEVEN R (Last) (First) (Middle) C/O PROSPECTOR CAPITAL CORP. 1250 PROSPECT STREET, SUITE 200 (Street) LA JOLLA CA 92037 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The Class B ordinary shares are convertible for the Issuer's Class A ordinary shares as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-251523) (the "Registration Statement") and have no expiration date. The Class B ordinary shares beneficially owned by the Reporting Persons include up to 1,125,000 Class B ordinary shares subject to forfeiture to the Issuer depending on the extent to which the underwriters' over-allotment option is exercised in connection with the Issuer's initial public offering of units, as described in the Registration Statement.

2. Prospector Sponsor LLC is the record holder of the securities reported herein. Derek Aberle, Nick Stone and Steve Altman are among the managing members of Prospector Sponsor LLC and share voting and investment discretion with respect to the securities held of record by Prospector Sponsor LLC. Each of the Messrs. Aberle, Stone and Altman disclaims any beneficial ownership of the securities held by Prospector Sponsor LLC other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

Remarks:

See Exhibit 99.1 - Joint Filer Information, which is incorporated herein by reference and describes in further detail the relationships of the Reporting Persons to the Issuer. See Exhibits 24.1, 24.2, 24.3 and 24.4 - Powers of Attorney.

	/s/ Adam Berkaw, Attorney-in-Fact for Prospector Sponsor LLC	01/07/2021
	/s/ Adam Berkaw, Attorney-in-Fact for Derek Aberle	01/07/2021
	/s/ Adam Berkaw, Attorney-in-Fact for Nick Stone	01/07/2021
	/s/ Adam Berkaw, Attorney-in-Fact for Steve Altman	01/07/2021
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.