SEC Form 4: Endurance Antarctica Partners, Llc converted options into 2,770,000 units of Class A Ordinary Shares and returned 2,770,000 units of Class A Ordinary Shares to the company
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| 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
Endurance Acquisition Corp. [ EDNC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/27/2022 | ||||||||||||||||||||||||||
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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 | ||||||
| Class A Ordinary Shares | 10/27/2022 | M | 2,770,000 | A | $0 | 2,770,000 | D(3) | |||
| Class A Ordinary Shares | 10/27/2022 | D(1)(2) | 2,770,000 | D | (1)(2) | 0 | D(3) | |||
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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 Ordinary Shares | (1)(2) | 10/27/2022 | M | 2,770,000(4) | (1)(2) | (1)(2) | Class A Ordinary Shares | 2,770,000 | (1)(2) | 0(4) | D(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. Pursuant to the Business Combination Agreement, dated March 8, 2022, as amended, by and among the Issuer, SatixFy Communications Ltd., a limited liability company organized under the laws of the State of Israel ("SatixFy"), and SatixFy MS, a Cayman Islands exempted company and a direct, wholly owned subsidiary of SatixFy ("Merger Sub"), on October 27, 2022 Merger Sub merged with and into the Issuer, with the Issuer surviving as a wholly-owned subsidiary of SatixFy (the "Business Combination"). |
| 2. As a result of the Business Combination, (i) each Class B ordinary share of the Issuer was automatically converted into one Class A ordinary share of the Issuer; (ii) each issued and outstanding Class A ordinary share of the Issuer was exchanged for one ordinary share of SatixFy; and (iii) the warrants held by the Reporting Persons to purchase Class A ordinary shares of the Issuer were automatically converted into a like number of warrants to purchase ordinary shares of SatixFy. |
| 3. Chandra R. Patel, Richard Charles Davis and Graeme B. Shaw share control over the managing member of Endurance Antarctica Partners, LLC (the "Sponsor") and therefore, indirectly, the Sponsor and, as a result, each may be deemed to beneficially own the securities reported herein. Each of Chandra R. Patel, Richard Charles Davis and Graeme B. Shaw disclaims beneficial ownership of the reported securities, except to the extent of his pecuniary interest therein. |
| 4. 750,000 Class B ordinary shares were forfeited when the underwriters' initial public offering over-allotment option expired unexercised. An additional 800,000 Class B ordinary shares were forfeited immediately prior to the closing of the Business Combination. |
| /s/ Tyler Miller as attorney-in-fact for Endurance Antarctica Partners, LLC | 10/31/2022 | |
| /s/ Tyler Miller as attorney-in-fact for Chandra R. Patel | 10/31/2022 | |
| /s/ Tyler Miller as attorney-in-fact for Richard Charles Davis | 10/31/2022 | |
| /s/ Tyler Miller as attorney-in-fact for Graeme B. Shaw | 10/31/2022 | |
| ** 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. | ||