Statement of Changes in Beneficial Ownership (4)
June 08 2022 - 4:08PM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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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1. Name and Address of Reporting Person
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Fortinbras Enterprises Holdings LLC |
2. Issuer Name and Ticker or Trading Symbol
Osiris Acquisition Corp.
[
OSI
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
95 5TH AVENUE, 6TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/8/2022 |
(Street)
NEW YORK, NY 10003
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 Common Stock, par value $0.0001 per share | (1) | 6/8/2022 | | P (2) | | 275000 | | (1) | (1) | Class A Common Stock, par value $0.0001 per share | 275000 | $0.003 (2) | 4862500 | I | See Footnote (3) |
Explanation of Responses: |
(1) | As described in the Issuer's registration statement on Form S-1 (File Nos. 333-254997) under the heading "Description of Securities-Founder Shares," the shares of Class B Common Stock are convertible into the Issuer's Class A Common Stock on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights. The shares of Class B Common Stock have no expiration date. |
(2) | On June 8, 2022, Osiris Sponsor, LLC (the "Sponsor") purchased an aggregate of 275,000 shares of Class B Common Stock from Maltose SP Trust, for a total amount of $956.52, or approximately $0.003 per share. |
(3) | The Sponsor is a Delaware limited liability company managed by Fortinbras SPAC Holdings LLC, a Delaware limited liability company. Fortinbras SPAC Holdings LLC is managed by Fortinbras Enterprises LP, a Delaware limited partnership ("Fortinbras Enterprises"). Fortinbras Enterprises Holdings LLC, a Delaware limited liability company ("HoldCo"), serves as the general partner of Fortinbras Enterprises. Benjamin E. Black is the sole member of HoldCo and as such may be deemed to have voting and dispositive control of the shares of our common stock held of record by the Sponsor. The reporting persons disclaim beneficial ownership of the Class B Common Stock, except to the extent of their pecuniary interest therein. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Fortinbras Enterprises Holdings LLC 95 5TH AVENUE, 6TH FLOOR NEW YORK, NY 10003 |
| X |
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Fortinbras Enterprises LP 95 5TH AVENUE, 6TH FLOOR NEW YORK, NY 10003 |
| X |
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Fortinbras SPAC Holdings LLC 95 5TH AVENUE, 6TH FLOOR NEW YORK, NY 10003 |
| X |
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Osiris Sponsor, LLC 95 5TH AVENUE, 6TH FLOOR NEW YORK, NY 10003 |
| X |
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Black Benjamin 95 5TH AVENUE, 6TH FLOOR NEW YORK, NY 10003 |
| X |
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Signatures
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/s/ See Signatures Included in Exhibit 99.1 | | 6/8/2022 |
**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 control number. |
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