| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Riverview Acquisition Corp. [ RVAC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/10/2021 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | 08/10/2021 | J(2) | 75,000 | (1) | (1) | Class A Common Stock | 75,000 | $0.004 | 7,112,500(3) | I | See Footnote(4) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. The shares of Class B common stock are automatically convertible into the shares of the Issuer's Class A common stock at the time of the Issuer's initial business combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, and have no expiration date. |
| 2. In connection with the Issuer's initial public offering and the appointment of Willie Gregory, Leslie Keating and Mark Edmunds to the Issuer's Board of Directors, Riverview Sponsor Partners, LLC (the "Sponsor") assigned 25,000 shares of Class B common stock to each of Willie Gregory, Leslie Keating and Mark Edmunds. |
| 3. These shares include an aggregate of 937,500 shares of Class B common stock that are subject to forfeiture if the underwriters in the Issuer's initial public offering do not exercise their over-allotment option in connection with the registrant's initial public offering in full. |
| 4. These shares of Class B common stock are held directly by the Sponsor, acquired pursuant to a subscription agreement dated as of February 18, 2021 by and among the Sponsor and the registrant. R. Brad Martin, the Chairman and Chief Executive Officer of the registrant, is the managing member of RBM Riverview, LLC, which is the managing member of the Sponsor. Mr. Martin has sole voting and dispositive control over the shares held by the Sponsor and may be deemed the beneficial owner of such shares. Mr. Martin disclaims beneficial ownership over any securities owned by the Sponsor in which he does not have any pecuniary interest. |
| /s/ R. Brad Martin, by William V. Thompson III, Attorney-in-Fact | 08/11/2021 | |
| /s/ Riverview Sponsor Partners, LLC, by William V. Thompson III, Attorney-in-Fact | 08/11/2021 | |
| /s/ RBM Riverview, LLC, by William V. Thompson III, Attorney-in-Fact | 08/11/2021 | |
| ** 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). | ||
| 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. | ||