SEC Form SC 13G filed

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

GO Acquisition Corp. (the “Issuer”)

450 W 14^th Street, New York, New York 10014

This statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):

The principal business address of each of the Reporting Persons is 450 W 14^th Street, New York, New York 10014.

GO Acquisition Founder LLC is a Delaware limited liability company, Noam Gottesman is a citizen of the United States of America, and M. Gregory O’Hara is a citizen of Canada.

Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”).

362019101

If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:                                            

Not Applicable.

The information required by Items 4(a) - (c) is set forth in Rows (5) - (11) of the cover page for each Reporting Person and is incorporated herein by reference for each Reporting Person.

GO Acquisition Founder LLC (the “Sponsor”) holds 14,300,000 shares of Class B common stock, par value $0.0001 per share (“Class B Common Stock”), representing approximately 19.9% of the outstanding shares of Class A Common Stock, on an as-converted basis. The shares of Class B Common Stock will automatically convert into shares of Class A Common Stock 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 as set forth in the Issuer’s registration statement on Form S-1 (File No. 333-239572) and have no expiration date.

The securities described above are held directly by the Sponsor and indirectly by Noam Gottesman and Gregory O’Hara as the managers of the Sponsor. Each of Mr. Gottesman and Mr. O’Hara disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

The aggregate percentage of Class A Common Stock beneficially owned by each of the Reporting Persons is calculated based upon 57,500,000 shares of Class A Common Stock outstanding as of November 12, 2020, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 16, 2020, adjusted for the shares of Class A Common Stock issuable upon conversion of the shares of Class B Common Stock held by the Sponsor.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.

Not Applicable.

Not Applicable.

Not Applicable.

Not Applicable.

Not Applicable.

Not Applicable.

SIGNATURE

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Exhibit 1

JOINT FILING AGREEMENT

PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.