FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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
                      

1. Name and Address of Reporting Person *

Nebula Holdings LLC
2. Issuer Name and Ticker or Trading Symbol

Nebula Acquisition Corp [ NEBU ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

FOUR EMBARCADERO CENTER, SUITE 2350
3. Date of Earliest Transaction (MM/DD/YYYY)

1/12/2018
(Street)

SAN FRANCISCO, CA 94111
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

1/16/2018 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
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     (1) 1/12/2018     J   (2)       312500      (1)   (1) Class A Common Stock   312500   $0.00   6775000   (3) D    

Explanation of Responses:
(1)  As described in the issuer's registration statement on Form S-1 (File No. 333-222137) under the heading "Description of Securities--Founder Shares", 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 for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and has no expiration date.
(2)  As contemplated in connection with the initial public offering of the issuer, 312,500 shares of Class B common stock of the issuer were returned by Nebula Holdings, LLC to the issuer for no consideration and cancelled because the underwriters' over-allotment option was not exercised in full.
(3)  On January 16, 2018, the reporting persons filed a Form 4, which mistakenly reported that they beneficially owned an aggregate of 6,875,000 shares of Class B common stock of the issuer subsequent to the transactions reported therein. The reporting persons owned an aggregate of 6,775,000 shares of Class B common stock of the issuer as of January 16, 2018 and such number remains unchanged as of the date hereof.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Nebula Holdings LLC
FOUR EMBARCADERO CENTER
SUITE 2350
SAN FRANCISCO, CA 94111

X

CLAMMER ADAM
C/O NEBULA ACQUISITION CORPORATION
FOUR EMBARCADERO CENTER, SUITE 2350
SAN FRANCISCO, CA 94111

X

GREENE JAMES H JR
C/O NEBULA ACQUISITION CORPORATION
FOUR EMBARCADERO CENTER, SUITE 2350
SAN FRANCISCO, CA 94111

X

True Wind Capital GP, LLC
C/O NEBULA ACQUISITION CORPORATION
FOUR EMBARCADERO CENTER, SUITE 2350
SAN FRANCISCO, CA 94111

X

True Wind Capital, L.P.
C/O NEBULA ACQUISITION CORPORATION
FOUR EMBARCADERO CENTER, SUITE 2350
SAN FRANCISCO, CA 94111

X


Signatures
/s/ Adam Clammer, as managing member of True Wind Capital GP, LLC, the general partner of True Wind Capital, L.P., the managing member of Nebula Holdings, LLC 9/13/2018
** Signature of Reporting Person Date

/s/ Adam Clammer, as managing member of True Wind Capital GP, LLC, the general partner of True Wind Capital, L.P./s/ 9/13/2018
** Signature of Reporting Person Date

/s/ Adam Clammer, as managing member of True Wind Capital GP, LLC 9/13/2018
** Signature of Reporting Person Date

/s/ James Greene, Jr. 9/13/2018
** Signature of Reporting Person Date

/s/ Adam Clammer 9/13/2018
** 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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