| 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
Blockchain Coinvestors Acquisition Corp. I [ BCSA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/09/2021 | ||||||||||||||||||||||||||
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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 Ordinary Shares | 1,322,000(1) | I | By Blockchain Coinvestors Acquisition Sponsors I LLC(2) | |||||||
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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 | (3) | 11/09/2021 | D | 5,000(4) | (3) | (3) | Class A Ordinary Shares | 5,000 | $0.0000 | 9,850,000(5) | I | By Blockchain Coinvestors Acquisition Sponsors I LLC(2) | |||
| Warrants (right to buy) | $11.5 | (6) | (7) | Class A Ordinary Shares | 661,000 | 661,000(8) | I | By Blockchain Coinvestors Acquisition Sponsors I LLC(2) | |||||||
| Explanation of Responses: |
| 1. Adjusted to show the reduction by 300 in the number of shares underlying the units of the issuer previously reported on Form 3A filed on March 7, 2022 to reflect the partial exercise by the underwriters of the issuer's initial public offering of their over-allotment option. |
| 2. As a manager of the Blockchain Coinvestors Acquisition Sponsors I LLC (the "Sponsor"), the reporting person may be deemed to share beneficial ownership of the securities held by the Sponsor. The reporting person disclaims any beneficial ownership of any securities of the issuer held by the Sponsor except to the extent of his ultimate pecuniary interest. |
| 3. The shares of Class B ordinary shares, par value $0.00009 per share, of the issuer will automatically convert into shares of Class A ordinary shares, par value $0.0001 per share, of the issuer upon the consummation of the issuer's initial business combination as described in the issuer's registration statement on Form S-1 (File No. 333-259091) (the "Registration Statement") in the section entitled "Description of Securities-Founders Shares." The shares of Class B ordinary shares have no expiration date. |
| 4. These shares represent Class B ordinary shares held by the Sponsor. The Sponsor forfeited 5,000 shares of Class B ordinary shares to the issuer for no consideration, which was exempted pursuant to Rule 16b-3(e) under the Securities Exchange Act of 1934, as amended, in connection with the underwriters' election not to exercise their over-allotment option in full. |
| 5. Reflects the adjustment of the number of shares of Class B ordinary shares previously reported on Form 3 filed on November 9, 2021 for the subsequent stock split and stock dividend with respect to the Class B ordinary shares effective November 9, 2021. |
| 6. The warrants will become exercisable at the later of 30 days after the consummation of the issuer's initial business combination or 12 months from the completion of the issuer's initial public offering. |
| 7. The warrants will expire five years after the consummation of the issuer's initial business combination or earlier upon redemption of all of the issuer's outstanding common stock or the issuer's liquidation. |
| 8. Adjusted to show the reduction by 150 in the number of warrants underlying the units of the issuer representing the right to purchase shares of Class A ordinary shares previously reported on Form 3A filed on March 7, 2022 to reflect the partial exercise by the underwriters of the issuer's initial public offering of their over-allotment option. |
| /s/ Matthew C. Le Merle | 03/07/2022 | |
| ** 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. | ||