Statement of Changes in Beneficial Ownership (4)
March 26 2020 - 4:42PM
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).
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
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1. Name and Address of Reporting Person
*
Hudson Bay Capital Management LP |
2. Issuer Name and Ticker or Trading Symbol
SCVX Corp.
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SCVX
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner _____ Officer (give title below) __X__ Other (specify below) See Remarks |
(Last)
(First)
(Middle)
777 THIRD AVE., 30TH FLOOR, |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/24/2020 |
(Street)
NEW YORK, NY 10017
(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
_
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 ordinary shares | 3/24/2020 | | P | | 38925 | A | (1) | 2371149 | I | See footnote (2) |
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) | The reported shares are included within 38,925 units of SCVX Corp. (the "Units") purchased by Hudson Bay Master Fund Ltd. (the "Fund"), for $9.30 per Unit. Each Unit consists of one Class A ordinary share of SCVX Corp., par value $0.0001 per share (a "Class A Ordinary Share"), and one-half of one redeemable warrant of SCVX Corp. (a "Warrant"). |
(2) | The Fund is managed by Hudson Bay Capital Management LP ("HBC"). Sander Gerber ("Mr. Gerber") serves as the managing member of Hudson Bay Capital GP LLC, which is the general partner of HBC. Each Reporting Person disclaims beneficial ownership of the securities held by the Fund, except to the extent of its or his pecuniary interest therein. |
Remarks: On the basis of the relationship between Hank Thomas and the reporting entities, each of the reporting entities may be deemed directors by deputization. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Hudson Bay Capital Management LP 777 THIRD AVE., 30TH FLOOR NEW YORK, NY 10017 | X | X |
| See Remarks |
Hudson Bay Master Fund Ltd. C/O HUDSON BAY CAPITAL MANAGEMENT LP 777 3RD AVE, 30TH FLOOR NEW YORK, NY 10017 | X |
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| See Remarks |
Gerber Sander C/O HUDSON BAY CAPITAL MANAGEMENT, L.P. 777 THIRD AVENUE, 30TH FLOOR NEW YORK, NY 10017 | X | X |
| See Remarks |
Signatures
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Hudson Bay Capital Management LP, By: Hudson Bay Capital GP LLC, its General Partner, By: /s/ Sander Gerber, its Managing Member | | 3/26/2020 |
**Signature of Reporting Person | Date |
Hudson Bay Master Fund Ltd., By: Hudson Bay Capital Management LP, its Managing Member, By: Hudson Bay Capital GP LLC, its General Partner, By: /s/ Sander Gerber, its Managing Member | | 3/26/2020 |
**Signature of Reporting Person | Date |
/s/ Sander Gerber | | 3/26/2020 |
**Signature of Reporting Person | Date |
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