| 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
Benessere Capital Acquisition Corp. [ BENE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/08/2022 | ||||||||||||||||||||||||||
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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 | ||||||
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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) | 04/08/2022 | J(2) | 833 | (1) | (1) | Class A Common Stock | 833 | $0.00 | 2,825,833(5) | D | ||||
| Class B Common Stock | (1) | 04/08/2022 | J(3) | 2,500 | (1) | (1) | Class A Common Stock | 2,500 | $0.00 | 2,823,333(5) | D | ||||
| Class B Common Stock | (1) | 04/08/2022 | J(4) | 2,500 | (1) | (1) | Class A Common Stock | 2,500 | $0.00 | 2,820,833(5) | D | ||||
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. As described in the issuer's registration statement on Form S-1 (File No. 333-249814) (the "Registration Statement") under the heading "Description of Securities--Founder Shares and Placement Shares," the shares of Class B common stock, par value $0.0001 per share, will automatically be converted into shares of Class A common stock, par value $0.0001 per share, at the time of the issuer's initial business combination, on a one-for-one basis, subject to certain adjustments described therein and have no expiration date. |
| 2. As contemplated in connection with the resignation of John Fargis as a director of the issuer, 833 shares of Class B common stock were transferred by Mr. Fargis to ARC Global Investments LLC (the "Sponsor"). |
| 3. As contemplated in connection with the election of Mr. Rene Gerardo Sagebien as a director of the issuer, 2,500 shares of Class B common stock were transferred by the Sponsor to Mr. Sagebien. |
| 4. As contemplated in connection with the election of Mr. Joseph A. Porello as a director of the issuer, 2,500 shares of Class A common stock were transferred by the Sponsor to Mr. Porello. |
| 5. The Sponsor is the record holder of the shares reported herein. Mr. Orlando is the managing member of the Sponsor and may be deemed the beneficial owner of the shares held by the Sponsor. Mr. Orlando disclaims beneficial ownership over any securities in which he does not have a pecuniary interest. |
| Remarks: |
| /s/ Patrick Orlando, as Managing Member of ARC Global Investments LLC | 04/12/2022 | |
| /s/ Patrick Orlando | 04/12/2022 | |
| ** 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. | ||