Statement of Changes in Beneficial Ownership (4)
March 23 2022 - 6:52PM
Edgar (US Regulatory)
FORM 4
[ ]
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
Estimated average burden
hours per response...
0.5
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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
*
Luxor Capital Group, LP |
2. Issuer Name and Ticker or Trading Symbol
Fintech Acquisition Corp V
[
FTCV
]
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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)
1114 AVENUE OF THE AMERICAS, 28TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/21/2022 |
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(Street)
NEW YORK, NY 10036
(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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| Class A Common Stock, par value $0.0001 per share (1)(2) | 3/21/2022 | | S | | 2778 | D | $9.88 | 1877400 | I (3) | By: Luxor Capital Partners, LP |
| Class A Common Stock, par value $0.0001 per share (1)(2) | 3/22/2022 | | S | | 27551 | D | $9.86 | 1849849 | I (3) | By: Luxor Capital Partners, LP |
| Class A Common Stock, par value $0.0001 per share (1)(2) | 3/23/2022 | | S | | 4933 | D | $9.895 | 1844916 | I (3) | By: Luxor Capital Partners, LP |
| Class A Common Stock, par value $0.0001 per share (1)(2) | 3/21/2022 | | S | | 621 | D | $9.88 | 420247 | I (4) | By: Luxor Wavefront, LP |
| Class A Common Stock, par value $0.0001 per share (1)(2) | 3/22/2022 | | S | | 6167 | D | $9.86 | 414080 | I (4) | By: Luxor Wavefront, LP |
| Class A Common Stock, par value $0.0001 per share (1)(2) | 3/23/2022 | | S | | 1104 | D | $9.895 | 412976 | I (4) | By: Luxor Wavefront, LP |
| Class A Common Stock, par value $0.0001 per share (1)(2) | 3/21/2022 | | S | | 1687 | D | $9.88 | 1140001 | I (5) | By: Luxor Capital Partners Offshore Master Fund, LP |
| Class A Common Stock, par value $0.0001 per share (1)(2) | 3/22/2022 | | S | | 16729 | D | $9.86 | 1123272 | I (5) | By: Luxor Capital Partners Offshore Master Fund, LP |
| Class A Common Stock, par value $0.0001 per share (1)(2) | 3/23/2022 | | S | | 2996 | D | $9.895 | 1120276 | I (5) | By: Luxor Capital Partners Offshore Master Fund, LP |
| Class A Common Stock, par value $0.0001 per share (1)(2) | 3/21/2022 | | S | | 23 | D | $9.88 | 15674 | I (6) | By: Luxor Capital Partners Long Offshore Master Fund, LP |
| Class A Common Stock, par value $0.0001 per share (1)(2) | 3/22/2022 | | S | | 230 | D | $9.86 | 15444 | I (6) | By: Luxor Capital Partners Long Offshore Master Fund, LP |
| Class A Common Stock, par value $0.0001 per share (1)(2) | 3/23/2022 | | S | | 41 | D | $9.895 | 15403 | I (6) | By: Luxor Capital Partners Long Offshore Master Fund, LP |
| Class A Common Stock, par value $0.0001 per share (1)(2) | 3/21/2022 | | S | | 71 | D | $9.88 | 47876 | I (7) | By: Luxor Capital Partners Long, LP |
| Class A Common Stock, par value $0.0001 per share (1)(2) | 3/22/2022 | | S | | 703 | D | $9.86 | 47173 | I (7) | By: Luxor Capital Partners Long, LP |
| Class A Common Stock, par value $0.0001 per share (1)(2) | 3/23/2022 | | S | | 126 | D | $9.895 | 47047 | I (7) | By: Luxor Capital Partners Long, LP |
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 |
| Explanation of Responses: |
| (1) | This Form 4 is filed jointly by Luxor Capital Group, LP ("Luxor Capital Group"), Luxor Capital Partners, LP ("Onshore Fund"), Luxor Capital Partners Offshore, Ltd. ("Offshore Feeder Fund"), Luxor Wavefront, LP ("Wavefront Fund"), Luxor Capital Partners Long, LP ("Long Onshore Fund"), Luxor Capital Partners Long Offshore, Ltd. ("Long Offshore Feeder Fund"), LCG Holdings, LLC ("LCG Holdings"), Luxor Management, LLC ("Luxor Management") and Christian Leone (collectively, the "Reporting Persons"). |
| (2) | Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that may be deemed to collectively beneficially own more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. The filing of this Form 4 shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer he or it does not directly own. |
| (3) | Securities owned directly by Onshore Fund. Each of LCG Holdings and Luxor Capital Group, as the general partner and investment manager, respectively, of Onshore Fund, may be deemed to beneficially own the securities owned directly by Onshore Fund. Luxor Management, as the general partner of Luxor Capital Group, and Christian Leone, as the managing member of each of LCG Holdings and Luxor Management, may be deemed to beneficially own the securities owned directly by Onshore Fund. |
| (4) | Securities owned directly by Wavefront Fund. Each of LCG Holdings and Luxor Capital Group, as the general partner and investment manager, respectively, of Wavefront Fund, may be deemed to beneficially own the securities owned directly by Wavefront Fund. Luxor Management, as the general partner of Luxor Capital Group, and Christian Leone, as the managing member of each of LCG Holdings and Luxor Management, may be deemed to beneficially own the securities owned directly by Wavefront Fund. |
| (5) | Securities owned directly by Luxor Capital Partners Offshore Master Fund, LP ("Offshore Master Fund"). Offshore Feeder Fund, as the owner of a controlling interest in Offshore Master Fund, may be deemed to beneficially own the securities owned directly by Offshore Master Fund. Each of LCG Holdings and Luxor Capital Group, as the general partner and investment manager, respectively, of Offshore Master Fund, may be deemed to beneficially own the securities owned directly by Offshore Master Fund. Luxor Management, as the general partner of Luxor Capital Group, and Christian Leone, as the managing member of each of LCG Holdings and Luxor Management, may be deemed to beneficially own the securities owned directly by Offshore Master Fund. |
| (6) | Securities owned directly by Luxor Capital Partners Long Offshore Master Fund, LP ("Long Offshore Master Fund"). Long Offshore Feeder Fund, as the owner of a controlling interest in Long Offshore Master Fund, may be deemed to beneficially own the securities owned directly by Long Offshore Master Fund. Each of LCG Holdings and Luxor Capital Group, as the general partner and investment manager, respectively, of Long Offshore Master Fund, may be deemed to beneficially own the securities owned directly by Long Offshore Master Fund. Luxor Management, as the general partner of Luxor Capital Group, and Christian Leone, as the managing member of each of LCG Holdings and Luxor Management, may be deemed to beneficially own the securities owned directly by Long Offshore Master Fund. |
| (7) | Securities owned directly by Long Onshore Fund. Each of LCG Holdings and Luxor Capital Group, as the general partner and investment manager, respectively, of Long Onshore Fund, may be deemed to beneficially own the securities owned directly by Long Onshore Fund. Luxor Management, as the general partner of Luxor Capital Group, and Christian Leone, as the managing member of each of LCG Holdings and Luxor Management, may be deemed to beneficially own the securities owned directly by Long Onshore Fund. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Luxor Capital Group, LP
1114 AVENUE OF THE AMERICAS
28TH FLOOR
NEW YORK, NY 10036 |
| X |
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Luxor Capital Partners, LP
1114 AVENUE OF THE AMERICAS
28TH FLOOR
NEW YORK, NY 10036 |
| X |
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Luxor Wavefront, LP
1114 AVENUE OF THE AMERICAS
28TH FLOOR
NEW YORK, NY 10036 |
| X |
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Luxor Capital Partners Long, LP
1114 AVENUE OF THE AMERICAS
28TH FLOOR
NEW YORK, NY 10036 |
| X |
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LUXOR CAPITAL PARTNERS OFFSHORE LTD
C/O MAPLES CORPORATE SERVICES LTD.
PO BOX 309, UGLAND HOUSE
GEORGE TOWN, E9 KY1-1104 |
| X |
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Luxor Capital Partners Long Offshore, Ltd.
C/O MAPLES CORPORATE SERVICES LIMITED
P.O. BOX 309, UGLAND HOUSE
GRAND CAYMAN, E9 KY1-1104 |
| X |
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LCG HOLDINGS LLC
1114 AVENUE OF THE AMERICAS
28TH FLOOR
NEW YORK, NY 10036 |
| X |
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Signatures
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| LUXOR CAPITAL PARTNERS, LP
By: LCG Holdings, LLC
General Partner
By: /s/ Norris Nissim
Name: Norris Nissim
Title: General Counsel | | 3/23/2022 |
| **Signature of Reporting Person | Date |
| LUXOR WAVEFRONT, LP
By: LCG Holdings, LLC
General Partner
By: /s/ Norris Nissim
Name: Norris Nissim
Title: General Counsel | | 3/23/2022 |
| **Signature of Reporting Person | Date |
| LUXOR CAPITAL PARTNERS LONG, LP
By: LCG Holdings, LLC
General Partner
/s/ Norris Nissim
Name: Norris Nissim
Title: General Counsel | | 3/23/2022 |
| **Signature of Reporting Person | Date |
| LUXOR CAPITAL PARTNERS OFFSHORE, LTD.
By: Luxor Capital Group, LP
Investment Manager
By: /s/ Norris Nissim
Name: Norris Nissim
Title: General Counsel | | 3/23/2022 |
| **Signature of Reporting Person | Date |
| LUXOR CAPITAL PARTNERS LONG OFFSHORE, LTD.
By: Luxor Capital Group, LP
Investment Manager
By: /s/ Norris Nissim
Name: Norris Nissim
Title: General Counsel | | 3/23/2022 |
| **Signature of Reporting Person | Date |
| LUXOR CAPITAL GROUP, LP
By: Luxor Management, LLC
General Partner
By: /s/ Norris Nissim
Name: Norris Nissim
Title: General Counsel | | 3/23/2022 |
| **Signature of Reporting Person | Date |
| LCG HOLDINGS, LLC
By: /s/ Norris Nissim
Name: Norris Nissim
Title: General Counsel | | 3/23/2022 |
| **Signature of Reporting Person | Date |
| LUXOR MANAGEMENT, LLC
By: /s/ Norris Nissim
Name: Norris Nissim
Title: General Counsel | | 3/23/2022 |
| **Signature of Reporting Person | Date |
| By: /s/ Norris Nissim
Name: Norris Nissim as Agent for Christian Leone | | 3/23/2022 |
| **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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