0001567619-20-013592.txt : 20200722 0001567619-20-013592.hdr.sgml : 20200722 20200722211906 ACCESSION NUMBER: 0001567619-20-013592 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20200721 FILED AS OF DATE: 20200722 DATE AS OF CHANGE: 20200722 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: STEINBERG JOSEPH S CENTRAL INDEX KEY: 0000924255 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39396 FILM NUMBER: 201042576 MAIL ADDRESS: STREET 1: C/O LEUCADIA NATIONAL CORP STREET 2: 315 PARK AVENUE SOUTH CITY: NEW YORK STATE: NY ZIP: 10010 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Pershing Square Tontine Holdings, Ltd. CENTRAL INDEX KEY: 0001811882 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 850930174 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 787 ELEVENTH AVENUE STREET 2: 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-813-3700 MAIL ADDRESS: STREET 1: 787 ELEVENTH AVENUE STREET 2: 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 3 1 doc1.xml FORM 3 X0206 3 2020-07-21 0 0001811882 Pershing Square Tontine Holdings, Ltd. PSTH 0000924255 STEINBERG JOSEPH S 787 ELEVENTH AVENUE, 9TH FLOOR NEW YORK NY 10019 1 0 0 0 Class A Common Stock 9375 I By Joseph S. and Diane H. Steinberg Charitable Trust Redeemable Warrants 23.00 Class A Common Stock 1041 I By Joseph S. and Diane H. Steinberg Charitable Trust Contingent Right to receive Redeemable Warrants 23.00 Class A Common Stock I By Joseph S. and Diane H. Steinberg Charitable Trust Director Warrants 24.00 See Footnote 4 D Director Warrants 24.00 See Footnote 5 I By Joseph S. and Diane H. Steinberg Charitable Trust Reflects the 9,375 units ("Units") of the Issuer purchased in the Issuer's initial public offering, at a price of $20.00 per Unit. Each Unit is comprised of one share of the Issuer's Class A common stock, par value $0.0001 per share ("Class A Common Stock"), one-ninth of one redeemable warrant and a contingent right to receive additional redeemable warrants in connection with the Issuer's initial business combination. The redeemable warrants become exercisable on the later of (i) 30 days after the completion of the Issuer's initial business combination and (ii) 12 months from the closing of the Issuer's initial public offering, and expire five years after the completion of the Issuer's initial business combination, or earlier upon their redemption or the liquidation of the Issuer. An aggregate of 44,444,444 redeemable warrants will be distributed immediately prior to the Issuer's initial business combination, on a pro-rata basis, to the holders of record of the shares of Class A Common Stock issued in the initial public offering that remain outstanding after giving effect to any redemptions of such shares of Class A Common Stock. This contingent right will remain attached to the such shares of Class A Common Stock and may not be separately sold or transferred. Such redeemable warrants will have the same terms as those included in the Units. Concurrently with the Issuer's initial public offering, the Reporting Person purchased, in a private placement, an aggregate of $625,000 of director warrants ("Director Warrants"), which will be exercisable, in the aggregate, for that number of shares equal to approximately 0.057% of the outstanding shares (on a fully diluted basis) of the post-combination company, at an exercise price of $24.00 per share of the post-combination company. The Director Warrants may not be sold or transferred (with limited exceptions) or exercised until three years after the Issuer's initial business combination, and expire 10 years after the date of the Issuer's initial business combination. Reflects the purchase of an aggregate of $187,500 of Director Warrants, which will be exercisable, in the aggregate, for that number of shares equal to approximately 0.017% of the outstanding shares (on a fully diluted basis) of the post-combination company. Exhibit List: Exhibit 24.1 - Power of Attorney /s/ Steve Milankov, attorney-in-fact for Joseph S. Steinberg 2020-07-22 EX-24.1 2 pe20200721-ex24_1.htm POWER OF ATTORNEY

POWER OF ATTORNEY

Know all by these presents, that the undersigned, Joseph Steinberg, hereby constitutes and appoints each of Steve Milankov, Halit Coussin, and Daniel Carpenter signing singly, the undersigned’s true and lawful attorney in fact to:

1.    prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the United States Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reportsrequired by Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulationof the SEC;
2.    execute for and on behalf of the undersigned Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder and any other formsor reports the undersigned may be required to file in connection with the undersigned’s ownership, acquisition, or disposition of securities of PERSHING SQUARE TONTINE HOLDINGS, LTD.;
3.    do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, or other form or report, and timely file such form or report with the SEC and any other authority; and
4.    take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall bei n such form and shall contain such terms and conditions as such attorney-in-fact mayapprove in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or the substitute or substitutes of such attorney-in-fact, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is PERSHING SQUARE TONTINE HOLDINGS, LTD. assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned’s holdings of and transactions in PERSHING SQUARE TONTINE HOLDINGS, LTD. securities, unless earlier revoked by the undersigned in a signed writing delivered to any of the foregoing attorneys-in-act; provided, however, that this Power of Attorney shall immediately terminate as to any of the foregoing attorneys-in-fact when such attorney-in-fact ceases to hold the position of either (1) Corporate Secretary, (2) attorney, or (3) Chief Legal Officer of PERSHING SQUARE TONTINE HOLDINGS, LTD. or PERSHING SQUARE CAPITAL MANAGEMENT, L.P. 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 20th day of July, 2020.

         
/s/ Joseph Steinberg
    
 
Joseph Steinberg
    

 

   

 



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