SEC FORM 3

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^*

OVITZ MICHAEL S

(Last)

(First)

(Middle)

787 ELEVENTH AVENUE, 9TH FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/21/2020

3. Issuer Name and Ticker or Trading Symbol
Pershing Square Tontine Holdings, Ltd. [ PSTH ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Forward Purchase Shares	⁽¹⁾	⁽¹⁾	Class A Common Stock	250,000⁽¹⁾	⁽¹⁾	D
Forward Purchase Warrants	⁽²⁾	⁽²⁾	Class A Common Stock	83,333⁽¹⁾	$23	D
Director Warrants	⁽³⁾	⁽³⁾	See footnote 3⁽³⁾	⁽³⁾	$24	D

Explanation of Responses:

1. Pursuant to an agreement with the Issuer, the Reporting Person is obligated to purchase 250,000 forward purchase units ("Forward Purchase Units") in one or more private placements to occur no later than simultaneously with the closing of the Issuer's initial business combination. Each Forward Purchase Unit has a price of $20.00, and is comprised of one share of the Issuer's Class A Common Stock, par value $0.0001 per share and one-third of one redeemable warrant. The obligation to purchase the Forward Purchase Units is not transferable, and the securities comprising the Forward Purchase Units may not be transferred or sold until 180 days after the Issuer's initial business combination, with limited exceptions in each case.

2. The redeemable warrants included in the Forward Purchase Units become exercisable on the later of (i) 30 days after the completion of the Company's initial business combination and (ii) 12 months from the closing of the Company's initial public offering, and expire five years after the date of the Issuer's initial business combination, or earlier upon their redemption or the liquidation of the Issuer.

3. Concurrently with the Issuer's initial public offering, the Reporting Person purchased, in a private placement, an aggregate of $812,500 of director warrants ("Director Warrants"), which will be exercisable, in the aggregate, for that number of shares equal to approximately 0.074% of the outstanding shares (on a fully diluted basis) of the post-combination company, at an exercise price of $24.00 per share of the post-combination company. The Director Warrants may not be sold or transferred (with limited exceptions) or exercised until three years after the Issuer's initial business combination, and expire 10 years after the date of the Issuer's initial business combination.

Remarks:

Exhibit List: Exhibit 24.1 - Power of Attorney

	/s/ Steve Milankov, attorney-in-fact for Michael S. Ovitz	07/22/2020
	** 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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