SEC Form 4
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*
Nebula Holdings LLC

(Last) (First) (Middle)
FOUR EMBARCADERO CENTER
SUITE 2350

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
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)
3. Date of Earliest Transaction (Month/Day/Year)
01/12/2018
4. If Amendment, Date of Original Filed (Month/Day/Year)
01/16/2018
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. 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
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 Common Stock (1) 01/12/2018 J(2) 312,500 (1) (1) Class A Common Stock 312,500 $0.00 6,775,000(3) D
1. Name and Address of Reporting Person*
Nebula Holdings LLC

(Last) (First) (Middle)
FOUR EMBARCADERO CENTER
SUITE 2350

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
CLAMMER ADAM

(Last) (First) (Middle)
C/O NEBULA ACQUISITION CORPORATION
FOUR EMBARCADERO CENTER, SUITE 2350

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
GREENE JAMES H JR

(Last) (First) (Middle)
C/O NEBULA ACQUISITION CORPORATION
FOUR EMBARCADERO CENTER, SUITE 2350

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
True Wind Capital GP, LLC

(Last) (First) (Middle)
C/O NEBULA ACQUISITION CORPORATION
FOUR EMBARCADERO CENTER, SUITE 2350

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
True Wind Capital, L.P.

(Last) (First) (Middle)
C/O NEBULA ACQUISITION CORPORATION
FOUR EMBARCADERO CENTER, SUITE 2350

(Street)
SAN FRANCISCO CA 94111

(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 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.
/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 09/13/2018
/s/ Adam Clammer, as managing member of True Wind Capital GP, LLC, the general partner of True Wind Capital, L.P./s/ 09/13/2018
/s/ Adam Clammer, as managing member of True Wind Capital GP, LLC 09/13/2018
/s/ James Greene, Jr. 09/13/2018
/s/ Adam Clammer 09/13/2018
** 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).
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