| 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
CITIC Capital Acquisition Corp. [ QNGY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/08/2022 | ||||||||||||||||||||||||||
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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 | ||||||
| Common Stock | 02/08/2022 | A | 157,129 | A | (1) | 157,129 | D | |||
| Common Stock | 02/08/2022 | A | 494,700 | A | (1) | 494,700 | I | See footnote.(2) | ||
| Common Stock | 02/08/2022 | A | 109,780 | A | (1) | 109,780 | I | See footnote.(3) | ||
| Common Stock | 02/08/2022 | A | 846,607 | A | (1) | 846,607 | I | See footnote.(4) | ||
| Common Stock | 02/08/2022 | A | 1,976,464 | A | (1) | 1,976,464 | I | See footnote.(5) | ||
| Common Stock | 02/08/2022 | A | 310,395 | A | (1) | 310,395 | I | See footnote.(6) | ||
| Common Stock | 02/08/2022 | A | 392,831 | A | (1) | 392,831 | I | See footnote.(7) | ||
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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 | ||||||||
| Restricted Stock Unit | (8) | 02/08/2022 | A(1) | 1,866,511 | (9) | (11) | Common Stock | 1,866,511 | $0 | 1,866,511 | D | ||||
| Restricted Stock Unit | (8) | 02/08/2022 | A | 107,180 | (9) | (11) | Common Stock | 107,180 | $0 | 107,180 | D | ||||
| Restricted Stock Unit | (8) | 02/08/2022 | A | 57,606 | (10) | (12) | Common Stock | 57,606 | $0 | 57,606 | D | ||||
| Common Stock Warrant | $0.01 | 02/08/2022 | A | 64,663 | (13) | 03/24/2025 | Common Stock | 64,663 | (1) | 64,883 | I | See footnote.(14) | |||
| Explanation of Responses: |
| 1. Received pursuant the Agreement and Plan of Merger, dated as of June 21, 2021, as amended, by and among CITIC Capital Acquisition Corp. ("CCAC"), CITIC Capital Merger Sub Inc. ("Merger Sub") and Quanergy Systems, Inc., a Delaware corporation ("Legacy Quanergy") pursuant to which Merger Sub merged with and into Legacy Quanergy (the "Business Combination"), whereupon the separate existence of Merger Sub ceased and Legacy Quanergy was the surviving company and wholly owned subsidiary of CCAC which subsequently changed its name to Quanergy Systems, Inc. (the "Issuer"). |
| 2. Shares are held directly by Rising Tide II, LLC. Rising Tide II, LLC is managed by Rising Tide Management, LLC and Rising Tide Management, LLC is controlled by Mr. Hassanein. Accordingly, Mr. Hassanein may be deemed to be a beneficial owner of the shares held by Rising Tide II, LLC. |
| 3. Shares are held directly by Rising Tide II, L.P. Rising Tide II, L.P. is managed by Rising Tide Management, LLC and Rising Tide Management, LLC is controlled by Mr. Hassanein. Accordingly, Mr. Hassanein may be deemed to be a beneficial owner of the shares held by Rising Tide II, L.P. |
| 4. Shares are held directly by Rising Tide III, LLC. Rising Tide III, LLC is managed by Rising Tide Management, LLC and Rising Tide Management, LLC is controlled by Mr. Hassanein. Accordingly, Mr. Hassanein may be deemed to be a beneficial owner of the shares held by Rising Tide III, LLC. |
| 5. Shares are held directly by Rising Tide IV, LLC. Rising Tide IV, LLC is managed by Rising Tide Management, LLC and Rising Tide Management, LLC is controlled by Mr. Hassanein. Accordingly, Mr. Hassanein may be deemed to be a beneficial owner of the shares held by Rising Tide IV, LLC. |
| 6. Shares are held directly by Rising Tide IVA, LLC. Rising Tide IVA, LLC is managed by Rising Tide Management, LLC and Rising Tide Management, LLC is controlled by Mr. Hassanein. Accordingly, Mr. Hassanein may be deemed to be a beneficial owner of the shares held by Rising Tide IVA, LLC. |
| 7. Shares are held directly by Rising Tide Management, Ltd. Rising Tide Management, Ltd is owned by Ossama Hassanein, Mr. Hassanein father. Accordingly, Mr. Hassanein may be deemed to be a beneficial owner of the shares held by Rising Tide Management, Ltd. |
| 8. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Common Stock. |
| 9. Fully vested. |
| 10. One-twelfth (1/12th) vests quarterly from November 2, 2020 provided Participant has not terminated Service on each applicable date (February 15, May 15, August 15, and November 15). |
| 11. In connection with Business Combination, this Legacy Quanergy's outstanding RSU award was converted into an RSU award denominated in shares of Issuer's common stock. This RSU award is fully vested.. |
| 12. In connection with Business Combination, this Legacy Quanergy's outstanding RSU award was converted into an RSU award denominated in shares of Issuer's common stock. The unvested portion of the outstanding RSU award will continue to vest as described in footnote 10 subject to the reporting person's continued service with the Issuer through the applicable vesting date. |
| 13. Immediately exercisable. |
| 14. Warrants are held directly by Rising Tide II, L.P. Rising Tide II, L.P. is managed by Rising Tide Management, LLC and Rising Tide Management, LLC is controlled by Mr. Hassanein. Accordingly, Mr. Hassanein may be deemed to be a beneficial owner of the warrants held by Rising Tide II, L.P. |
| /s/ Jerry Allison (Attorney-in-Fact) | 02/10/2022 | |
| ** 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. | ||