SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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*
Simanson Gary A

(Last) (First) (Middle)
9912 GEORGETOWN PIKE
SUITE D203

(Street)
GREAT FALLS VA 22066

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
06/18/2018
3. Issuer Name and Ticker or Trading Symbol
Thunder Bridge Acquisition Ltd [ TBRGU ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
5. If Amendment, Date of Original Filed (Month/Day/Year)
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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Ordinary Shares (1) (1) Class A Ordinary Shares 6,468,750 (1) I See Footnote(2)(3)
1. Name and Address of Reporting Person*
Simanson Gary A

(Last) (First) (Middle)
9912 GEORGETOWN PIKE
SUITE D203

(Street)
GREAT FALLS VA 22066

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
1. Name and Address of Reporting Person*
Thunder Bridge Acquisition LLC

(Last) (First) (Middle)
9912 GEORGETOWN PIKE
SUITE D203

(Street)
GREAT FALLS VA 22066

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. As described in the registrant's registration statement on Form S-1 (File No. 333-224581) under the heading "Description of Securities--Founder Shares", the Class B ordinary shares will automatically convert into Class A ordinary shares 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. These shares represent Class B ordinary shares held by Thunder Bridge Acquisition LLC (the "Sponsor") acquired pursuant to a subscription agreement dated as of September 20, 2017 by and between the Sponsor and the registrant. Gary A. Simanson, the Chief Executive Officer of the registrant, is the managing member of the Sponsor. Mr. Simanson has sole voting and dispositive control over the shares held by the Sponsor and may be deemed the beneficial owner of such shares. These shares include an aggregate of 843,750 shares that are subject to forfeiture to the extent that the underwriter's do not exercise their overallotment option in connection with the registrant's initial public offering in full.
3. Mr. Simanson may be deemed to beneficially own shares held by the Sponsor by virtue of his control over the Sponsor, as its managing member. Mr. Simanson disclaims beneficial ownership of the ordinary shares held by the Sponsor other than to the extent of his pecuniary interest in such shares.
/s/ Gary A. Simanson 06/18/2018
/s/ Gary A. Simanson Managing Member of Thunder Bridge Acquisition LLC 06/18/2018
** 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 5 (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).
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