SEC Form 4 filed by Arena Fortify Sponsor Llc

12/20/22 5:00:34 PM ET

$AFAC

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SEC FORM 4 SEC Form 4

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Arena Fortify Sponsor LLC

(Last)

(First)

(Middle)

C/O ARENA FORTIFY ACQUISITION CORP.

405 LEXINGTON AVENUE, 59TH FLOOR

(Street)

NEW YORK

10174

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Arena Fortify Acquisition Corp. [ AFAC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
12/20/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common stock	⁽¹⁾	12/20/2022		D⁽²⁾			3,591,000⁽²⁾	⁽¹⁾	⁽¹⁾	Class A common stock	3,591,000	$0.00⁽²⁾	0	D⁽²⁾
Class B common stock	⁽¹⁾	12/20/2022		D⁽³⁾			37,500⁽³⁾	⁽¹⁾	⁽¹⁾	Class A common stock	37,500	$0.00⁽³⁾	0	D⁽³⁾

1. Name and Address of Reporting Person^*

Arena Fortify Sponsor LLC

(Last)

(First)

(Middle)

C/O ARENA FORTIFY ACQUISITION CORP.

405 LEXINGTON AVENUE, 59TH FLOOR

(Street)

NEW YORK

10174

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Goodwin Kieran

(Last)

(First)

(Middle)

C/O ARENA FORTIFY ACQUISITION CORP.

405 LEXINGTON AVENUE, 59TH FLOOR

(Street)

NEW YORK

10174

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Crockard James E III

(Last)

(First)

(Middle)

C/O ARENA FORTIFY ACQUISITION CORP.

405 LEXINGTON AVENUE, 59TH FLOOR

(Street)

NEW YORK

10174

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

McCarthy Marc T

(Last)

(First)

(Middle)

C/O ARENA FORTIFY ACQUISITION CORP.

405 LEXINGTON AVENUE, 59TH FLOOR

(Street)

NEW YORK

10174

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ZWIRN DANIEL B

(Last)

(First)

(Middle)

C/O ARENA FORTIFY ACQUISITION CORP.

405 LEXINGTON AVENUE, 59TH FLOOR

(Street)

NEW YORK

10174

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Edmonds Franklin S. Jr.

(Last)

(First)

(Middle)

C/O ARENA FORTIFY ACQUISITION CORP.

405 LEXINGTON AVENUE, 59TH FLOOR

(Street)

NEW YORK

10174

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

White Gregory Campbell

(Last)

(First)

(Middle)

C/O ARENA FORTIFY ACQUISITION CORP.

405 LEXINGTON AVENUE, 59TH FLOOR

(Street)

NEW YORK

10174

(City)

(State)

(Zip)

Explanation of Responses:

1. The shares of Class B common stock ("Class B Shares") would have automatically converted into shares of the Issuer's Class A common stock at the time of the Issuer's initial business combination, or earlier at the option of the subject holder, on a one-for-one basis, with no expiration date.

2. In connection with the liquidation and dissolution of the Issuer, Arena Fortify Sponsor LLC ("Sponsor") surrendered to the Issuer, for no consideration, 3,591,000 Class B Shares directly held by Sponsor. Kieran Goodwin is the president and manager of Sponsor, and had sole voting and dispositive power over the securities of the Issuer surrendered by Sponsor, and therefore may have been deemed to have had beneficial ownership of the securities of the Issuer held directly by Sponsor. Mr. Goodwin disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

3. In connection with the liquidation and dissolution of the Issuer, each of James Crockard III and Marc McCarthy surrendered to the Issuer, for no consideration, 18,750 Class B Shares directly held by such reporting persons.

Remarks:

This "Exit" Form 4 is filed to report that, following the Issuer's dissolution on December 20, 2022, each of the Reporting Persons is no longer subject to Section 16 reporting.

	Arena Fortify Sponsor LLC, By: /s/ Kieran Goodwin, Name: Kieran Goodwin, Title: Manager	12/20/2022
	Kieran Goodwin, By: /s/ Kieran Goodwin	12/20/2022
	James Crockard III, By: /s/ Kieran Goodwin, as Attorney-in-Fact	12/20/2022
	Marc McCarthy, By: /s/ Kieran Goodwin, as Attorney-in-Fact	12/20/2022
	Daniel Zwirn, By: /s/ Kieran Goodwin, as Attorney-in-Fact	12/20/2022
	Franklin S. Edmonds Jr., By: /s/ Kieran Goodwin, as Attorney-in-Fact	12/20/2022
	Gregory White, By: /s/ Kieran Goodwin, as Attorney-in-Fact	12/20/2022
	** 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.

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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

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

Amount

(A) or (D)

Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Class B Common stock

⁽¹⁾

12/20/2022

D⁽²⁾

3,591,000⁽²⁾

⁽¹⁾

Class A common stock

3,591,000

$0.00⁽²⁾

D⁽²⁾

Class B common stock

⁽¹⁾

12/20/2022

D⁽³⁾

37,500⁽³⁾

⁽¹⁾

Class A common stock

37,500

$0.00⁽³⁾

D⁽³⁾

SEC Form 4 filed by Arena Fortify Sponsor Llc

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SEC Form 4 filed by Arena Fortify Sponsor Llc

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Arena Fortify Acquisition Corp. Obtains Stockholder Approval to Terminate Before Year-End

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SEC Form 15-12G filed by Arena Fortify Acquisition Corp.

Arena Fortify Acquisition Corp. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Regulation FD Disclosure, Financial Statements and Exhibits

SEC Form 25-NSE filed by Arena Fortify Acquisition Corp.

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