| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Blue Whale Acquisition Corp I [ BWCA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/18/2021 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class F ordinary Shares | (1)(2)(3) | 08/18/2021 | J(1)(2)(3) | 326,757 | (1)(2)(3) | (1)(2)(3) | Ordinary Shares | 326,757 | (1)(2)(3) | 2,500,979 | D(6) | ||||
| Class G ordinary shares | (4)(5) | 08/18/2021 | J(4)(5) | 653,513 | (4)(5) | (4)(5) | Ordinary Shares | 653,513 | (4)(5) | 5,097,958 | D(6) | ||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. As described in the issuer's registration statement on Form S-1 (File No. 333-257816) under the heading "Description of Securities--Founder Shares," on the first business day following the closing of the issuer's initial business combination, the Class F ordinary shares will automatically convert into a number of Class A ordinary shares at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Class F ordinary shares will equal, in the aggregate on an as-converted basis, equal to 10% of the sum of (i) the total number of all Class A ordinary shares issued and outstanding upon completion of this the issuer's initial public offering ("IPO") (including any over-allotment shares if the underwriters exercise their over-allotment option and without giving effect to any redemptions of any public shares in connection with the initial business combination), (continued in footnote (2)) |
| 2. plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion of the Class F founder ordinary shares, plus (iii) unless waived by Blue Whale Sponsor I LLC (the "Sponsor"), the total number of Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, in connection with or in relation to the consummation of the initial business combination, including any forward purchase shares, and excluding (x) any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial business combination and (y) any Class A ordinary shares issuable upon conversion of the Class G founder shares. |
| 3. On August 16, 2021, the underwriters partially exercised the over-allotment option and purchased an additional 2,940,811 units from the issuer, generating gross proceeds of $29,408,110 and resulting in the issuance of an additional 326,757 Class F ordinary shares. If calculated based on the public shares outstanding as of immediately after the closing of the over-allotment option on August 18, 2021, the Class F ordinary shares would be convertible (on the first day following the completion of the issuer's business combination) into an aggregate of 2,500,979 Class A ordinary shares. |
| 4. The Class G ordinary shares will convert into Class A ordinary shares after the issuer's initial business combination, subject to adjustment pursuant to certain anti-dilution rights, but only to the extent certain triggering events occur prior to the applicable anniversary of the issuer's initial business combination including three triggering events based on the issuer's Class A ordinary shares trading at $15.00 (prior to the 3rd year anniversary), $20.00 (prior to the 6th year anniversary) and $25.00 (prior to the 9th year anniversary) per share following the closing of the issuer's initial business combination (continued in footnote (5)) |
| 5. and also upon any liquidation, merger, share exchange, reorganization or other similar transaction. Notwithstanding the foregoing, all Class G ordinary shares that are issued and outstanding on the applicable anniversary of the issuer's initial business combination will be automatically forfeited. On August 16, 2021, the underwriters partially exercised the over-allotment option and purchased an additional 2,940,811 units from the issuer, generating gross proceeds of $29,408,110 and resulting in the issuance of an additional 653,513 Class G ordinary shares. If calculated based on the public shares outstanding as of immediately after the closing of the over-allotment option on August 18, 2021, the Class G ordinary shares would be convertible into an aggregate of 5,097,958 Class A ordinary shares. |
| 6. Kevin Kokko is the manager of the Sponsor, and MIC Capital Partners (Public) Parallel Cayman, LP ("MIC Capital Partners") is the parent of the Sponsor. By virtue of these relationships, each of Kevin Kokko and MIC Capital Partners may be deemed a beneficial owner of the shares held by the Sponsor. Each of Kevin Kokko and MIC Capital Partners disclaims beneficial ownership of such shares, except to the extent of his or its pecuniary interest therein. |
| Remarks: |
| Blue Whale Sponsor I LLC, By: /s/ Kevin Kokko | 08/20/2021 | |
| Kevin Kokko, By: /s/ Kevin Kokko | 08/20/2021 | |
| MIC Capital Partners, (Public) Parallel Cayman, LP, By: /s/ Rodney Cannon | 08/20/2021 | |
| ** 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 4 (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. | ||