SEC FORM 4

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^*

Enrich Jose Miguel

(Last)

(First)

(Middle)

781 CRANDON BLVD 902

(Street)

KEY BISCAYNE

33149

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Rubicon Technologies, Inc. [ RBT ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/08/2023

4. 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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A common stock	08/24/2023		C⁽¹⁾		644,435⁽¹⁾	A	$1.5⁽¹⁾	2,766,508	I	By Pequeno Holdings LP⁽²⁾⁽⁶⁾
Class A common stock	08/24/2023		C⁽¹⁾		644,435⁽¹⁾	A	$1.5⁽¹⁾	3,426,931	I	By DGR Holdings LP⁽³⁾⁽⁶⁾
Class A common stock	08/24/2023		C⁽¹⁾		644,435⁽¹⁾	A	$1.5⁽¹⁾	2,153,203	I	By Bolis Holdings LP⁽⁴⁾⁽⁶⁾
Class A common stock	08/24/2023		C⁽¹⁾		4,930,493⁽¹⁾	A	$1.5⁽¹⁾	43,040,572	I	By MBI Holdings LP⁽⁶⁾
Class A common stock								17,084,267	I	By GFAPCH FO, S.C.⁽⁵⁾⁽⁶⁾
Class A common stock								351,265	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
4% Convertible Debentures due 2026	$1.5⁽¹⁾	08/08/2023		P		$350,000		⁽¹⁾	12/01/2026	Class A common Stock	233,333	$385,000	$350,000	I	By Pequeno Holdings LP⁽²⁾⁽⁶⁾
4% Convertible Debentures due 2026	$1.5⁽¹⁾	08/08/2023		P		$350,000		⁽¹⁾	12/01/2026	Class A common Stock	233,333	$385,000	$350,000	I	By DGR Holdings LP⁽³⁾⁽⁶⁾
4% Convertible Debentures due 2026	$1.5⁽¹⁾	08/08/2023		P		$350,000		⁽¹⁾	12/01/2026	Class A common Stock	233,333	$385,000	$350,000	I	By Bolis Holdings LP⁽⁴⁾⁽⁶⁾
4% Convertible Debentures due 2026	$1.5⁽¹⁾	08/08/2023		P		$2,677,808		⁽¹⁾	12/01/2026	Class A common Stock	1,785,205	$2,945,588.8	$2,677,808	I	By MBI Holdings LP⁽⁶⁾
4% Convertible Debentures due 2026	$1.5⁽¹⁾	08/24/2023		C⁽¹⁾			$350,000	⁽¹⁾	12/01/2026	Class A common Stock	644,435	$0	0	I	By Pequeno Holdings LP⁽²⁾⁽⁶⁾
4% Convertible Debentures due 2026	$1.5⁽¹⁾	08/24/2023		C⁽¹⁾			$350,000	⁽¹⁾	12/01/2026	Class A common Stock	644,435	$0	0	I	By DGR Holdings LP⁽³⁾⁽⁶⁾
4% Convertible Debentures due 2026	$1.5⁽¹⁾	08/24/2023		C⁽¹⁾			$350,000	⁽¹⁾	12/01/2026	Class A common Stock	644,435	$0	0	I	By Bolis Holdings LP⁽⁴⁾⁽⁶⁾
4% Convertible Debentures due 2026	$1.5⁽¹⁾	08/24/2023		C⁽¹⁾			$2,677,808	⁽¹⁾	12/01/2026	Class A common Stock	4,930,493	$0	0	I	By MBI Holdings LP⁽⁶⁾

Explanation of Responses:

1. The 4% Convertible Debentures due 2026 ("Convertible Notes") are convertible into Rubicon Technologies, Inc. ("Issuer") Class A common stock ("Common Stock") at the option of the reporting persons at the lower of (i) $1.50 or (ii) 90% of the lowest daily VWAP during the seven consecutive Trading Days immediately preceding the Conversion Date, but in no event lower than $0.25 per share. On August 8, 2023 the reporting persons converted the Convertible Notes into 6,863,798 shares of the Issuer's Common Stock.

2. Bolis Holdings LLC ("Bolis LLC") is the general partner of Bolis Holdings LP ("Bolis LP").

3. DGR Holdings LLC ("DGR LLC") is the general partner of DGR Holdings LP ("DGR LP").

4. Pequeno Holdings LLC ("Pequeno LLC") is the general partner of Pequeno Holdings LP ("Pequeno LP").

5. GFAPCH FO, S.C., a Mexican corporation ("GFAPCH"), is the general partner of each of RUBCN Holdings LP, RUBCN IV LP, and RUBCN Holdings V LP.

6. Enrich is the general partner of MBI Holdings LP ("MBI"), the sole director of each of Bolis LLC, Pequeno LLC, DGR LLC, and GFAPCH and has voting and dispositive control over such securities and may be deemed to beneficially own such securities held by MBI, GFAPCH, Bolis LP, Pequeno LP, and DGR LP. Mr. Enrich disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

	/s/ Jose Miguel Enrich	08/28/2023
	** 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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