| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Platinum Eagle Acquisition Corp. [ EAGL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/16/2018 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction 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 | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: 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 Ordinary Shares | (1) | 01/16/2018 | D | 255,000 | (1) | (1) | Class A Ordinary Shares | 255,000(1) | $0(2) | 4,143,750(1) | D(3) | ||||
| Private Placement Warrants | $11.5(4) | 01/17/2018 | A | 2,333,333 | (5) | (6) | Class A Ordinary Shares | 2,333,333 | $1.5 | 2,333,333 | D(3) | ||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. The Class B Ordinary Shares are convertible for the Issuer's Class A Ordinary Shares as described under the heading "Description of Securities-Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-222279) and have no expiration date. |
| 2. In connection with the Issuer's initial public offering, Platinum Eagle Acquisition LLC ("Sponsor") forfeited 255,000 Class B Ordinary Shares to the Issuer. |
| 3. The securities are held directly by the Sponsor. Jeffrey Sagansky and Eli Baker are both members of Sponsor and share voting and dispositive control over the securities held by Sponsor. Accordingly, Jeffrey Sagansky and Eli Baker may be deemed to share beneficial ownership over the securities held directly by Sponsor. Each of the Reporting Persons disclaims beneficial ownership of such securities except to the extent of its or his pecuniary interest therein, and this Report shall not be deemed an admission that the Reporting Persons are the beneficial owners of the securities for purposes of Section 16 or for any other purpose. |
| 4. Each Private Placement Warrant ("PPW") is exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment as described under the headings "Description of Securities--Warrants--Private Placement Warrants" and "Description of Securities--Warrants--Private Placement Warrants" in the Issuer's registration statement on Form S-1 (File No. 333-222279). |
| 5. The PPWs become exercisable beginning on the later of January 17, 2019 or 30 days after the completion of the Issuer's initial business combination as described under the headings "Description of Securities--Warrants--Private Placement Warrants" and "Description of Securities--Warrants--Private Placement Warrants" in the Issuer's registration statement on Form S-1 (File No. 333-222279). |
| 6. The PPWs will expire five years after the completion of the Issuer's initial business combination or earlier upon redemption or liquidation as described under the headings "Description of Securities--Warrants--Private Placement Warrants" and "Description of Securities--Warrants--Private Placement Warrants" in the Issuer's registration statement on Form S-1 (File No. 333-222279). |
| Remarks: |
| Sponsor may be deemed a director by deputization as a result of Jeffrey Sagansky, a member of Sponsor, serving on the board of directors of the Issuer. |
| Platinum Eagle Acquisition LLC /s/ Sarah Ross, Attorney-in-Fact | 01/18/2018 | |
| Jeffrey Sagansky /s/ Sarah Ross, Attorney-in-Fact | 01/18/2018 | |
| Eli Baker /s/ Sarah Ross, Attorney-in-Fact | 01/18/2018 | |
| ** 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 Number. | ||