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* COHEN JONATHAN Z (Last) (First) (Middle) C/O OSPREY TECHNOLOGY ACQUISITION CORP. 1845 WALNUT STREET, 10TH FLOOR (Street) PHILADELPHIA PA 19103 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/31/2019	3. Issuer Name and Ticker or Trading Symbol Osprey Technology Acquisition Corp. [ SFTW.U ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner X Officer (give title below) Other (specify below) Co-Chairman	5. If Amendment, Date of Original Filed (Month/Day/Year) 10/31/2019
			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 Common Stock	(1)	(1)	Class A Common Stock	7,906,250(1)	(1)	I	By Osprey Sponsor II, LLC

1. Name and Address of Reporting Person* COHEN JONATHAN Z (Last) (First) (Middle) C/O OSPREY TECHNOLOGY ACQUISITION CORP. 1845 WALNUT STREET, 10TH FLOOR (Street) PHILADELPHIA PA 19103 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner X Officer (give title below) Other (specify below) Co-Chairman

1. Name and Address of Reporting Person* Osprey Sponsor II, LLC (Last) (First) (Middle) C/O OSPREY TECHNOLOGY ACQUISITION CORP. 1845 WALNUT STREET, 10TH FLOOR (Street) PHILADELPHIA PA 19103 (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. Osprey Sponsor II, LLC holds 7,906,250 shares of Class B Common Stock, par value $0.0001 per share, of the Issuer, including 1,031,250 shares that are subject to forfeiture if the underwriters of the Issuer's initial public offering do not exercise in full an option granted to them to cover over-allotments. The shares of Class B Common Stock will automatically convert into shares of Class A Common Stock, par value $0.0001 per share, of the Issuer at the time of the Issuer's initial business combination on a one-for-one basis, subject to adjustment, and have no expiration date or exercise price. Jonathan Z. Cohen, Co-Chairman and a director of the Issuer, is the sole manager of Osprey Sponsor II, LLC and has sole voting and dispositive control over the shares held by Osprey Sponsor II, LLC and may be deemed the beneficial owner of such shares. Mr. Cohen disclaims beneficial ownership over any securities owned by Osprey Sponsor II, LLC in which he does not have any pecuniary interest.

Remarks:

Amended solely to properly reflect the reporting person's holdings after giving effect to the upsize to the Issuer's initial public offering.

	/s/ Mark E. Rosenstein, attorney in fact	11/13/2019
	/s/ Mark E. Rosenstein, attorney in fact	11/13/2019
	** Signature of Reporting Person	Date
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