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^*

Grassland Investors, LLC

(Last)

(First)

(Middle)

C/O FARALLON CAPITAL MANAGEMENT, L.L.C.

ONE MARITIME PLAZA, SUITE 2100

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/07/2022

3. Issuer Name and Ticker or Trading Symbol
Marblegate Acquisition Corp. [ GATE ]

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

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Member of a Group Owning 10%

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

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)
Class A common stock	150,000	D⁽¹⁾⁽²⁾⁽³⁾
Class A common stock	150,000	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁵⁾⁽⁶⁾

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)
Warrants	⁽⁷⁾	⁽⁷⁾	Class A common stock	1,485,000	$11.5	D⁽¹⁾⁽²⁾⁽³⁾
Warrants	⁽⁷⁾	⁽⁷⁾	Class A common stock	1,485,000	$11.5	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁵⁾⁽⁶⁾
Class B common stock	⁽⁸⁾	⁽⁸⁾	Class A common stock	225,000	⁽⁸⁾	D⁽¹⁾⁽²⁾⁽⁴⁾
Class B common stock	⁽⁸⁾	⁽⁸⁾	Class A common stock	225,000	⁽⁸⁾	I	See Footnotes⁽¹⁾⁽²⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾

1. Name and Address of Reporting Person^*

Grassland Investors, LLC

(Last)

(First)

(Middle)

C/O FARALLON CAPITAL MANAGEMENT, L.L.C.

ONE MARITIME PLAZA, SUITE 2100

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Member of a Group Owning 10%

1. Name and Address of Reporting Person^*

Dreyfuss Philip D

(Last)

(First)

(Middle)

C/O FARALLON CAPITAL MANAGEMENT, L.L.C.

ONE MARITIME PLAZA, SUITE 2100

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Member of a Group Owning 10%

1. Name and Address of Reporting Person^*

FARALLON CAPITAL MANAGEMENT LLC

(Last)

(First)

(Middle)

ONE MARITIME PLAZA

SUITE 2100

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Member of a Group Owning 10%

1. Name and Address of Reporting Person^*

Fisch Michael B.

(Last)

(First)

(Middle)

C/O FARALLON CAPITAL MANAGEMENT, L.L.C.

ONE MARITIME PLAZA, SUITE 2100

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Member of a Group Owning 10%

1. Name and Address of Reporting Person^*

FRIED RICHARD B

(Last)

(First)

(Middle)

C/O FARALLON CAPITAL MANAGEMENT, L.L.C.

ONE MARITIME PLAZA, SUITE 2100

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Member of a Group Owning 10%

1. Name and Address of Reporting Person^*

Gehani Varun N

(Last)

(First)

(Middle)

C/O FARALLON CAPITAL MANAGEMENT, L.L.C.

ONE MARITIME PLAZA, SUITE 2100

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Member of a Group Owning 10%

1. Name and Address of Reporting Person^*

Giauque Nicolas

(Last)

(First)

(Middle)

C/O FARALLON CAPITAL MANAGEMENT, L.L.C.

ONE MARITIME PLAZA, SUITE 2100

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Member of a Group Owning 10%

1. Name and Address of Reporting Person^*

Kim David T

(Last)

(First)

(Middle)

C/O FARALLON CAPITAL MANAGEMENT, L.L.C.

ONE MARITIME PLAZA, SUITE 2100

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Member of a Group Owning 10%

1. Name and Address of Reporting Person^*

Linn Michael G

(Last)

(First)

(Middle)

C/O FARALLON CAPITAL MANAGEMENT, L.L.C.

ONE MARITIME PLAZA, SUITE 2100

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Member of a Group Owning 10%

1. Name and Address of Reporting Person^*

PATEL RAJIV A

(Last)

(First)

(Middle)

C/O FARALLON CAPITAL MANAGEMENT, L.L.C.

ONE MARITIME PLAZA, SUITE 2100

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Member of a Group Owning 10%

Explanation of Responses:

1. The entities and individuals identified in the footnotes of this Form 3 may be deemed members of a group holding equity securities of Marblegate Acquisition Corp. (the "Issuer"). The filing of this Form 3 and any statements included herein shall not be deemed to be an admission that such entities and individuals are members of such a group.

2. Since the number of reporting persons that may be listed on a Form 3 is limited, the entities and individuals listed in these footnotes that are not reporting persons on this Form 3 are filing one or more additional Forms 3 on the date hereof as reporting persons with respect to the securities described herein (each, a "Parallel Form 3"). Information regarding these entities and individuals is included in this Form 3 for purposes of clarification and convenience only, and is duplicative of the information reported in any Parallel Form 3.

3. The amount of securities shown in this row is owned directly by Grassland Investors, LLC ("Grassland").

4. The amount of securities shown in this row is owned directly by Wingback Investors LLC ("Wingback").

5. Farallon Capital Management, L.L.C. (the "Management Company"), as the manager of Grassland and Wingback, may be deemed to be a beneficial owner of the Issuer's securities held by each of Grassland and Wingback. The Management Company disclaims any beneficial ownership of any of the Issuer's securities reported or noted herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "'34 Act"), or otherwise, except to the extent of its pecuniary interest, if any.

6. Each of Philip D. Dreyfuss, Michael B. Fisch, Richard B. Fried, Varun N. Gehani, Nicolas Giauque, David T. Kim, Michael G. Linn, Rajiv A. Patel, Thomas G. Roberts, Jr., William Seybold, Andrew J. M. Spokes, John R. Warren, and Mark C. Wehrly (collectively, the "Managing Members"), as a managing member or senior managing member, as the case may be, of the Management Company, in each case with the power to exercise investment discretion, may be deemed to be a beneficial owner of the Issuer's securities held by Grassland and Wingback. Each of the Managing Members disclaims any beneficial ownership of any of the Issuer's securities reported or noted herein for purposes of Section 16 of the '34 Act or otherwise, except to the extent of his pecuniary interest, if any.

7. Each whole warrant of the Issuer is exercisable, pursuant to the terms thereof, for one share of Class A common stock of the Issuer on the later of 30 days after the completion of the Issuer's initial business combination and 12 months from the closing of the Issuer's initial public offering (the "IPO"). The warrants expire five years after the completion of the Issuer's initial business combination or earlier upon redemption by or liquidation of the Issuer, as described in the prospectus for the IPO.

8. As described in and pursuant to the terms and conditions of the Issuer's certificate of incorporation, the shares of Class B common stock of the Issuer are convertible into shares of Class A common stock of the Issuer on a one-for-one basis at the time of the Issuer's initial business combination.

Remarks:

On a Form 8-K filed by the Issuer on December 7, 2022 (the "Form 8-K"), the Issuer disclosed that, in connection with the Issuer's proposal to amend its certificate of incorporation, stockholders holding 28,989,609 shares of the Issuer's Class A common stock exercised their right to redeem such shares, and that following such redemptions the Issuer will have 1,010,391 shares of Class A common stock outstanding. The reporting persons are filing this Form 3 to reflect the fact that, due solely to the redemptions reported in the Form 8-K, Grassland holds greater than 10.0% of the Class A common stock outstanding. This Form 3 does not reflect any acquisition of Class A common stock by any reporting person.

	/s/ Michael B. Fisch, as authorized signatory for Grassland Investors, LLC	12/16/2022
	/s/ Michael B. Fisch, as attorney-in-fact for Philip D. Dreyfuss	12/16/2022
	/s/ Michael B. Fisch, as managing member of Farallon Capital Management, L.L.C.	12/16/2022
	/s/ Michael B. Fisch	12/16/2022
	/s/ Michael B. Fisch, as attorney-in-fact for Richard B. Fried	12/16/2022
	/s/ Michael B. Fisch, as attorney-in-fact for Varun N. Gehani	12/16/2022
	/s/ Michael B. Fisch, as attorney-in-fact for Nicolas Giauque	12/16/2022
	/s/ Michael B. Fisch, as attorney-in-fact for David T. Kim	12/16/2022
	/s/ Michael B. Fisch, as attorney-in-fact for Michael G. Linn	12/16/2022
	/s/ Michael B. Fisch, as attorney-in-fact for Rajiv A. Patel	12/16/2022
	** 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).
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