SEC Form 4 filed by Juggernaut Sponsor Llc
$JUGG
| 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
Jaws Juggernaut Acquisition Corp [ JUGG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/23/2023 | ||||||||||||||||||||||||||
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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 ordinary shares | (1) | 06/23/2023 | D | 6,899,999 | (1) | (1) | Class A Ordinary Shares | 6,899,999 | $0.00(1) | 1 | D(2)(3)(4) | ||||
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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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 JAWS Juggernaut Acquistion Corporation's (the "Issuer") registration statement on Form S-1 (File No. 333-253076) under the heading "Description of Securities--Founder Shares," the Class B ordinary shares, par value $0.0001 per share (the "Class B ordinary shares"), would have automatically converted into Class A ordinary shares, par value $0.0001 per share (the "Class A ordinary shares"), of the Issuer at the time of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for share splits, share capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date. In connection with the liquidation and dissolution of the Issuer, the reporting persons surrendered to the Issuer, for no consideration 6,899,999 Class B ordinary shares. |
| 2. This form is being filed by the following Reporting Persons: Juggernaut Sponsor LLC ("Juggernaut Sponsor"), Jaws Equity Owner 148, L.L.C. ("Jaws Equity Owner"), PDM Juggernaut Investor, LLC ("PDM Investor"), Barry S. Sternlicht, Paul E. Jacobs, Ph.D. and Derek K. Aberle. |
| 3. Juggernaut Sponsor is jointly controlled by PDM Investor and Jaws Equity Owner, which share voting and investment discretion with respect to the securities held by Juggernaut Sponsor. PDM Investor is jointly controlled by Paul E. Jacobs, Ph.D. and Derek K. Aberle. Jaws Equity Owner is controlled by Barry S. Sternlicht. Accordingly, each of Dr. Jacobs and Mr. Sternlicht (who also serve on the issuer's board of directors) and Mr. Aberle may be deemed to share dispositive power over the securities held by Juggernaut Sponsor. Because of the relationship among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Each Reporting Person disclaims beneficial ownership of any securities reported herein except to the extent of such entity's or such person's pecuniary interest therein. |
| 4. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests. |
| Remarks: |
| After giving effect to the Issuer's delisting and deregistration, the Reporting Persons will no longer be subject to Section 16 reporting obligations. |
| Juggernaut Sponsor LLC By: /s/ Michael Racich, as Attorney-in-Fact | 06/26/2023 | |
| Jaws Equity Owner 148, L.L.C. By: /s/ Michael Racich, Manager | 06/26/2023 | |
| PDM Juggernaut Investor, LLC By: /s/ Derek K. Aberle, Manager | 06/26/2023 | |
| Barry S. Sternlicht: By /s/ Michael Racich, as Attorney-in-Fact | 06/26/2023 | |
| Paul E. Jacobs Ph.D: By: /s/ Michael Racich, as Attorney-in-Fact | 06/26/2023 | |
| /s/ Derek K. Aberle | 06/26/2023 | |
| ** 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 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. | ||