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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 08/03/2020 |
3. Issuer Name and Ticker or Trading Symbol
BowX Acquisition Corp. [ BOWXU ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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) | |||||||
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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 | 7,920,934(2) | (1) | I | By BowX Sponsor, LLC(5) |
Class B Common Stock | (1) | (1) | Class A Common Stock | 1,811,250(3)(4) | (1) | D | |
Warrant(6) | (7) | (8) | Class A Common Stock | 4,608,000 | $11.5 | I | By BowX Sponsor, LLC(5) |
Explanation of Responses: |
1. The Class B common stock will automatically convert into shares of Class A common stock on a one-for-one basis, subject to adjustment. The Class B common stock has no expiration date. |
2. Includes up to 1,052,968 shares of Class B common stock that may be forfeited if the underwriters in the Issuer's initial public offering do not exercise the over-allotment option in full. |
3. Includes up to 236,250 shares of Class B common stock that may be forfeited if the underwriters in the Issuer's initial public offering do not exercise the over-allotment option in full. |
4. Represents up to 1,811,250 shares which the reporting person has agreed to transfer to certain funds and accounts managed by subsidiaries of BlackRock, Inc. upon consummation of the Issuer's initial business combination. |
5. These securities are owned directly by BowX Sponsor, LLC, the Issuer's sponsor, of which the reporting person is a managing member. Mr. Ranadive disclaims beneficial ownership of the securities held by the sponsor except to the extent of his pecuniary interest therein. |
6. Includes warrants which, prior to the effective date of the registration statement relating ot the Issuer's initial public offering, the Issuer's sponsor irrevocably committed to purchase. Does not include up to 500,001 additional warrants which the sponsor irrevocably committed to purchase in the event the underwriters in the Issuer's initial public offering exercise the overallotment option in full. |
7. The warrants will become exercisable on the later of 30 days after the completion of an initial business combination or August 7, 2021. |
8. The warrants will expire five years after the completion of an initial business combination. |
Remarks: |
/s/ Vivek Ranadive | 08/04/2020 | |
** 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). | ||
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. |