SEC FORM 4

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

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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^*

SPARTACUS SPONSOR LLC

(Last)

(First)

(Middle)

6470 E JOHNS CROSSING, SUITE 490

(Street)

DULUTH,

30097

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Spartacus Acquisition Corp [ TMTS ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/26/2021

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

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

X	Form filed by One Reporting Person
	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)
Warrants	$11.5	10/26/2021		J⁽¹⁾			8,104,244	⁽²⁾	⁽³⁾	Class A Comon Stock	8,104,244	⁽¹⁾	0	D
Class B Common Stock	⁽⁴⁾	10/26/2021		J⁽⁵⁾			754,502	⁽⁴⁾	⁽⁴⁾	Class A Comon Stock	754,502	⁽⁵⁾	4,245,498⁽⁶⁾	D
Class B Common Stock	⁽⁴⁾	10/27/2021		J⁽⁵⁾			100,000	⁽⁴⁾	⁽⁴⁾	Class A Comon Stock	100,000	⁽⁵⁾	4,145,498⁽⁶⁾	D

Explanation of Responses:

1. Represents a transfer of warrants to the reporting person as a member of Spartacus Sponsor LLC ("Sponsor") in exchange for a cancellation of the reporting person's corresponding interest in Sponsor.

2. 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.

3. 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 Class A common shares or the issuer's liquidation.

4. As described in the issuer's registration statement on Form S-1 (File No. 333-249100) under the heading "Description of Securities--Founder 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.

5. Represents a transfer of Class B common stock to the reporting person as a member of Sponsor in exchange for a cancellation of the reporting person's corresponding interest in Sponsor.

6. MILFAM CI LLC SPARTACUS and CCUR Holdings, Inc. are the managing members of the Sponsor and have voting and investment discretion with respect to the securities held by the Sponsor. As such, each of MILFAM CI LLC SPARTACUS and CCUR Holdings, Inc. may be deemed to share beneficial ownership of the shares held directly by the Sponsor. As such, each of MILFAM CI LLC SPARTACUS and CCUR Holdings, Inc. have voting and investment discretion with respect to the shares held of record by the Sponsor and may be deemed to share beneficial ownership of the shares held by the Sponsor. MILFAM CI LLC SPARTACUS and CCUR Holdings, Inc. MILFAM CI LLC SPARTACUS is controlled by MILFAM CI Management LLC, which is owned and controlled by Neil Subin. CCUR Holdings, Inc. is controlled by its board of directors. Mr. Subin disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

	/s/ Igor Volshteyn, as President and Chief Executive Officer of CCUR Holdings, Inc., a managing member of Spartacus Sponsor LLC Authorized Signatory	10/28/2021
	/s/ Neil Subin, as sole member of MILFAM CI Management LLC, the manager of MILFAM CI LLC Spartacus, a managing member of Spartacus Sponsor LLC, Authorized Signatory	10/28/2021
	** 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).
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SEC Form 4 filed by Spartacus Sponsor Llc