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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class B ordinary shares | (1) | 11/19/2021 | J(1) | 6,770,000 | (1) | (1) | Class A ordinary shares | 6,770,000 | (1) | 0 | D | ||||
| Warrants to purchase Common stock | $ 11.5 | 11/19/2021 | J(2) | 5,333,333 | 12/19/2021(2) | 11/19/2026(2) | Common Stock | 5,333,333 | $ 1.5 | 5,333,333 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Leo Investors III LP 21 GROSVENOR PLACE LONDON, X0 SW1X 7HF |
X | |||
| /s/ Simon Brown | 11/23/2021 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | In connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated June 17, 2021, by and among Leo Holdings III Corp ("Leo"), Longleaf Merger Sub, Inc., Longleaf Merger Sub II, LLC and Local Bounti Corporation (the transactions contemplated thereby, the "Business Combination"), Leo domesticated as a Delaware corporation (the "Domestication") and changed its name to "Local Bounti Corporation" ("Local Bounti"). In connection with the Domestication, Leo Investors III LP's (the "Sponsor") Class B ordinary shares, par value $0.0001 per share, of Leo, which were previously convertible into Class A ordinary shares of Leo, were automatically converted into shares of Class A common stock of Local Bounti, par value $0.0001 per share, on a one-for-one basis. |
| (2) | Pursuant to the Private Placement Warrant Purchase Agreement, dated as of February 25, 2021, by and between Leo and the Sponsor, the Sponsor purchased warrants to purchase Class A ordinary shares, which following the Domestication entitle the Sponsor to purchase shares of Class A common stock of Local Bounti (the "Private Placement Warrants") for a price of $1.50 per Private Placement Warrant. Pursuant to the Warrant Agreement, dated March 2, 2021 (as amended on November 19, 2021), by and between Leo and Continental Stock Transfer & Trust Company, upon consummation of the Business Combination, the Private Placement Warrants became exercisable, beginning 30 days after the closing of the Business Combination, for one share of Class A common stock at a price of $11.50 per share. The Private Placement Warrants expire on the fifth anniversary of the consummation of the Business Combination. |