| 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
Valor Latitude Acquisition Corp. [ VLAT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/16/2022 | ||||||||||||||||||||||||||
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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 ordinary shares | (2) | 03/16/2022 | (2) | J(1) | 93,750 | (2) | (2) | Class A ordinary shares | 93,750 | (2) | 3,187,261 | D(4)(5) | |||
| Class B ordinary shares | (2) | 03/16/2022 | (2) | J(3) | 93,750 | (2) | (2) | Class A ordinary shares | 93,750 | (2) | 3,093,511 | D(4)(5) | |||
| Explanation of Responses: |
| 1. The Reporting Person acquired 93,750 Class B ordinary shares of the Issuer ("Class B Shares") in connection with the forfeiture of such Class B Shares by the issuer's former Chief Executive Officer, Mario Freire Neto Mello. |
| 2. The Class B Shares will automatically convert into Class A ordinary shares of the Issuer ("Class A Shares") at a ratio of no less than one-to-one on the first business day following the consummation of the Issuer's initial business combination, with the actual conversion rate as described in the section entitled "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-254159) filed with the Securities and Exchange Commission on April 19, 2021. The Class B Shares have no expiration date. |
| 3. The Reporting Person disposed of 93,750 Class B Shares for no consideration through an assignment and transfer to the issuer's new Chief Executive Officer, Helio L. Magalhaes, in connection with his starting in that role. |
| 4. Valor Latitude LLC is the record holder of these shares, and Valor Latitude LLC is controlled by a board of managers consisting of Clifford M. Sobel, J. Douglas Smith and Mario Mello. Each manager of Valor Latitude LLC has one vote, and the approval of two of the three members of the board of managers is required to approve an action of Valor Latitude LLC. Under the so-called "rule of three," if voting and dispositive decisions regarding an entity's securities are made by two or more individuals, and a voting and dispositive decision requires the approval of a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity's securities. This is the situation with regard to Valor Latitude LLC. |
| 5. Based upon the foregoing analysis, no individual manager of Valor Latitude LLC exercises voting or dispositive control over any of the securities held by Valor Latitude LLC even those in which he directly holds a pecuniary interest. Accordingly, none of them will be deemed to have or share beneficial ownership of such shares and, for the avoidance of doubt, each expressly disclaims any such beneficial interest to the extent of any pecuniary interest he may have therein, directly or indirectly. |
| /s/ J. Douglas Smith as Authorized Signatory for Valor Latitude LLC | 03/18/2022 | |
| ** 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. | ||