SEC Form 4: Experience Sponsor LLC converted 6,875,000 units into Class A Common Stock and bought $20,050,000 worth of Class A Common Stock (2,005,000 units at $10.00)
$EXPC
Business Services
Finance
| 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
Blade Air Mobility, Inc. [ BLDE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/07/2021 | ||||||||||||||||||||||||||
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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 Common Stock | 05/07/2021 | C(1) | 6,875,000 | A | (1) | 6,875,000 | D(2) | |||
| Class A Common Stock | 05/07/2021 | P | 2,005,000 | A | $10 | 2,005,000 | 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 Common Stock | (1) | 05/07/2021 | C(1) | 6,875,000 | (1) | (1) | Class A Common Stock | 6,875,000 | $0 | 0 | D(2) | ||||
| Private Placement Warrants | $11.5 | 05/07/2021 | A(4) | 5,000,000 | (4) | 05/07/2026 | Class A Common Stock | 5,000,000 | $1.5 | 5,000,000 | D(2) | ||||
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 May 7, 2021, BLADE Urban Air Mobility, Inc. consummated its business combination (the "Business Combination") with Experience Investment Corp. Following consummation of the Business Combination, the combined holding company changed its legal name to Blade Air Mobility, Inc. (the "Issuer"). In connection with the consummation of the Business Combination, the shares of Class B common stock automatically converted into shares of Class A common stock on a one-for-one basis. |
| 2. Reflects securities held directly by Experience Sponsor LLC. |
| 3. Reflects securities held directly by Steele ExpCo Holdings, LLC. Steele ExpCo Holdings LLC will be separately filing a Form 3. |
| 4. These Private Placement Warrants were acquired from the Issuer in connection with the Issuer's initial public offering. Each warrant is exercisable for one share of Class A common stock at an exercise price of $11.50 per share, subject to certain adjustments. The warrants may be exercised commencing 30 days after the consummation of the Business Combination and expire five years after consummation of the Business Combination or earlier upon redemption or liquidation. |
| Remarks: |
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
| /s/ Eric C. Resnick, as managing member of KSL Capital Partners V GP, LLC, the general partner of each of KSL Capital Partners V, L.P., KSL Capital Partners V-A, L.P., KSL Capital Partners V TE, L.P., KSL Capital Partners V TE-A, L.P., and | 05/11/2021 | |
| KSL Capital Partners V FF, L.P., the owners of Steele ExpCo Holdings, LLC, the managing member of Experience Sponsor LLC | 05/11/2021 | |
| /s/ Eric C. Resnick | 05/11/2021 | |
| ** 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. | ||