SEC Form 3: New insider Brahman Capital Corp. claimed ownership of 1,385,901 units of Class A Ordinary Shares
$BOAC
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Finance
| 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 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 09/22/2022 |
3. Issuer Name and Ticker or Trading Symbol
Bluescape Opportunities Acquisition Corp. [ BOAC ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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) |
| Class A Ordinary Shares, par value $0.0001 per share | 1,385,901 | I | See footnotes(1)(2)(3) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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 | ||||
| Equity Swaps (obligation to buy)(4) | (5) | 01/31/2023 | Class A Ordinary Shares | 1,297,268 | (5) | I | See footnotes(1)(2)(3) |
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. Brahman Capital Corp. serves as investment manager to a number of investment funds (including Brahman Partners II, L.P., Brahman Partners III, L.P., Brahman Partners II Offshore, Ltd., Brahman Partners IV, L.P. and Brahman Partners IV Offshore, Ltd., collectively, the "Brahman Funds") with respect to which it has voting and dispositive authority over the Common Stock reported in this Form 3. Robert J. Sobel and Mitchell A. Kuflik are executive officers and directors of Brahman Capital Corp. and have the ability to control the decisions of Brahman Capital Corp. with respect to the assets of such investment funds. |
| 2. Brahman Management, L.L.C. is the general partner of Brahman Partners II, L.P., Brahman Partners III, L.P., and Brahman Partners IV, L.P. Robert J. Sobel and Mitchell A. Kuflik are the managing members of Brahman Management, L.L.C. and have the ability to control the decisions of Brahman Management, L.L.C. with respect to the assets of such investment funds. |
| 3. None of Brahman Capital Corp., Brahman Management, L.L.C., Robert J. Sobel or Mitchell A. Kuflik directly owns any shares of Common Stock. Each of Brahman Capital Corp., Robert J. Sobel and Mitchell A. Kuflik may be deemed to beneficially own 1,385,901 shares of Common Stock, which represents approximately 18.73% of the outstanding shares of Common Stock. Brahman Management, L.L.C. may be deemed to beneficially own 1,135,836 shares of Common Stock, which represents approximately 15.35% of the outstanding shares of Common Stock. Each of Brahman Capital Corp., Brahman Management, L.L.C., Robert J. Sobel and Mitchell A. Kuflik disclaims any beneficial ownership of the securities included in this report to the extent such beneficial ownership exceeds such person's pecuniary interest. |
| 4. Cash-settled equity swap. Swaps are not counted for purposes of determining 10% beneficial ownership. These contracts do not give the Reporting Persons direct or indirect voting, investment or dispositive control over any securities of the Issuer and do not require the counterparties thereto to acquire, hold, vote or dispose of any securities of the Issuer. Accordingly, the Reporting Persons disclaim any beneficial ownership in securities that may be referenced in such contracts or that may be held from time to time by any counterparties to the contracts. |
| 5. The Brahman Funds entered into certain cash settled swaps with reference prices of $11.26 and $11.32. The cash settled swaps may be settled at any time and shall continue until settled as elected by the parties and currently have an initial reference termination date of January 31, 2023. |
| Brahman Capital Corp., By: /s/ Robert J. Sobel, Principal | 01/06/2023 | |
| Brahman Management L.LC., By: /s/ Robert J. Sobel, Principal | 01/06/2023 | |
| /s/ Mitchell A. Kuflik | 01/06/2023 | |
| /s/ Robert J. Sobel | 01/06/2023 | |
| ** 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 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. | ||