Cfac Holdings Viii, Llc. acquired 494,600 shares, was granted 2,270,480 shares and returned $15,984,000 worth of shares to the company (1,600,000 units at $9.99) (SEC Form 4)
$CFFE
Business Services
Consumer Discretionary
| 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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
XBP Europe Holdings, Inc. [ XBP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/29/2023 | ||||||||||||||||||||||||||
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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 | ||||||
| Common stock(1) | 11/29/2023 | J(2) | 494,600(2) | A | $0 | 6,032,100 | D(8) | |||
| Common stock(1) | 11/29/2023 | A(3) | 1,250,000(3) | A | (3) | 7,282,100 | D(8) | |||
| Common stock(1) | 11/29/2023 | A(4) | 1,020,480(4) | A | $10 | 8,302,580 | D(8) | |||
| Common stock | 11/29/2023 | D(5) | 1,600,000(5) | D | $9.99(5) | 6,702,580 | D(8) | |||
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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 B common stock | (6) | 11/29/2023 | D | 733,400 | (7) | (7) | Common Stock | 733,400 | $0.00 | 629,600 | D(8) | ||||
| Class B common stock | (6) | 11/29/2023 | D | 494,600 | (2) | (2) | Common Stock | 494,600 | $0.00 | 135,000 | D(8) | ||||
| Warrants | $11.5 | 11/29/2023 | J(3) | 250,000 | 12/29/2023 | 12/29/2028 | Common Stock | 250,000 | $0.08 | 385,000 | D(8) | ||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. On November 29, 2023, the issuer consummated its initial business combination with XBP Europe, Inc. (the "Business Combination"). Upon closing of the Business Combination, shares of Class A common stock were designated as shares of common stock. |
| 2. As described in the issuer's registration statement on Form S-1 (File No. 333-253308) under the heading "Description of Securities--Founder Shares", upon consummation of Business Combination and waiver of the Sponsor's anti-dilution rights in connection with the conversion, the shares of Class B common stock converted into shares of Class A common stock on a one-for-one basis. |
| 3. Pursuant to that certain Forward Purchase Contract, dated March 11, 2021, by and between the issuer and the Sponsor, the Sponsor acquired an aggregate of 1,250,000 shares of Class A common stock and 250,000 warrants, each warrant entitling the holder thereof to purchase one share of Class A common stock for $11.50 per share, for a total purchase price of $10,000,000. |
| 4. In connection with the closing of the Business Combination, these shares were issued to the Sponsor in consideration for the repayment of certain amounts owed by the issuer to the Sponsor, at a price of $10.00 per share. |
| 5. Upon closing of the Business Combination, the Sponsor distributed these shares to Cantor Fitzgerald, L.P. ("Cantor"), its sole member, and Cantor further distributed these shares to certain of its partners who are not affiliates of the issuer. Such partners of Cantor acquired these shares for an average price of $9.99 per share. |
| 6. As described in the issuer's registration statement on Form S-1 (File No. 333-253308) under the heading "Description of Securities--Founder Shares", the shares of Class B common stock automatically convert into shares of Class A common stock at the time of the issuer's initial business combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights. |
| 7. In connection with the closing of Business Combination, the Sponsor forfeited 733,400 shares of Class B common stock. |
| 8. The Sponsor is the record holder of the shares reported herein. Cantor is the sole member of the Sponsor. CF Group Management, Inc. ("CFGM") is the managing general partner of Cantor. Mr. Lutnick is the Chairman and Chief Executive Officer of CFGM and is the trustee of CFGM's sole stockholder. As such, each of Cantor, CFGM and Mr. Lutnick may be deemed to have beneficial ownership of the securities directly held by the Sponsor. Each such entity or person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. |
| /s/ Howard Lutnick | 12/01/2023 | |
| /s/ Howard Lutnick, as Chief Executive Officer of CFAC Holdings VIII, LLC | 12/01/2023 | |
| /s/ Howard Lutnick, as Chief Executive Officer of Cantor Fitzgerald, L.P. | 12/01/2023 | |
| /s/ Howard Lutnick, as Chief Executive Officer of CF Group Management Inc. | 12/01/2023 | |
| ** 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. | ||