SEC Form 4
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*
Hudson Bay Capital Management LP

(Last) (First) (Middle)
777 THIRD AVE., 30TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
SCVX Corp. [ SCVX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) X Other (specify below)
See Remarks
3. Date of Earliest Transaction (Month/Day/Year)
03/24/2020
4. 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 Acquired, Disposed of, or Beneficially Owned
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
Class A ordinary shares 03/24/2020 P 38,925 A (1) 2,371,149 I See footnote(2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
1. Name and Address of Reporting Person*
Hudson Bay Capital Management LP

(Last) (First) (Middle)
777 THIRD AVE., 30TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) X Other (specify below)
See Remarks
1. Name and Address of Reporting Person*
Hudson Bay Master Fund Ltd.

(Last) (First) (Middle)
C/O HUDSON BAY CAPITAL MANAGEMENT LP
777 3RD AVE, 30TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) X Other (specify below)
See Remarks
1. Name and Address of Reporting Person*
Gerber Sander

(Last) (First) (Middle)
C/O HUDSON BAY CAPITAL MANAGEMENT, L.P.
777 THIRD AVENUE, 30TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) X Other (specify below)
See Remarks
Explanation of Responses:
1. The reported shares are included within 38,925 units of SCVX Corp. (the "Units") purchased by Hudson Bay Master Fund Ltd. (the "Fund"), for $9.30 per Unit. Each Unit consists of one Class A ordinary share of SCVX Corp., par value $0.0001 per share (a "Class A Ordinary Share"), and one-half of one redeemable warrant of SCVX Corp. (a "Warrant").
2. The Fund is managed by Hudson Bay Capital Management LP ("HBC"). Sander Gerber ("Mr. Gerber") serves as the managing member of Hudson Bay Capital GP LLC, which is the general partner of HBC. Each Reporting Person disclaims beneficial ownership of the securities held by the Fund, except to the extent of its or his pecuniary interest therein.
Remarks:
On the basis of the relationship between Hank Thomas and the reporting entities, each of the reporting entities may be deemed directors by deputization.
Hudson Bay Capital Management LP, By: Hudson Bay Capital GP LLC, its General Partner, By: /s/ Sander Gerber, its Managing Member 03/26/2020
Hudson Bay Master Fund Ltd., By: Hudson Bay Capital Management LP, its Managing Member, By: Hudson Bay Capital GP LLC, its General Partner, By: /s/ Sander Gerber, its Managing Member 03/26/2020
/s/ Sander Gerber 03/26/2020
** 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 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).
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