0000899243-20-025227.txt : 20200915 0000899243-20-025227.hdr.sgml : 20200915 20200915214728 ACCESSION NUMBER: 0000899243-20-025227 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20200915 FILED AS OF DATE: 20200915 DATE AS OF CHANGE: 20200915 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Equity Distribution Sponsor LLC CENTRAL INDEX KEY: 0001824090 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39520 FILM NUMBER: 201177304 BUSINESS ADDRESS: STREET 1: TWO NORTH RIVERSIDE PLAZA STREET 2: SUITE 600 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 312-454-0100 MAIL ADDRESS: STREET 1: TWO NORTH RIVERSIDE PLAZA STREET 2: SUITE 600 CITY: CHICAGO STATE: IL ZIP: 60606 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ZELL SAMUEL CENTRAL INDEX KEY: 0001024193 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39520 FILM NUMBER: 201177305 MAIL ADDRESS: STREET 1: TWO N RIVERSIDE PLAZA STREET 2: SUITE 600 CITY: CHICAGO STATE: IL ZIP: 60606 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: EGI-Fund C, L.L.C. CENTRAL INDEX KEY: 0001805815 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39520 FILM NUMBER: 201177306 BUSINESS ADDRESS: STREET 1: TWO NORTH RIVERSIDE PLAZA STREET 2: SUITE 600 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 312-454-1800 MAIL ADDRESS: STREET 1: TWO NORTH RIVERSIDE PLAZA STREET 2: SUITE 600 CITY: CHICAGO STATE: IL ZIP: 60606 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CHAI TRUST CO LLC CENTRAL INDEX KEY: 0001250731 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39520 FILM NUMBER: 201177307 BUSINESS ADDRESS: STREET 1: TWO NORTH RIVERSIDE PLAZA STREET 2: SUITE 600 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3124663281 MAIL ADDRESS: STREET 1: TWO NORTH RIVERSIDE PLAZA STREET 2: SUITE 600 CITY: CHICAGO STATE: IL ZIP: 60606 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Equity Distribution Acquisition Corp. CENTRAL INDEX KEY: 0001818221 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: TWO NORTH RIVERSIDE PLAZA, SUITE 600 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 312.454.0100 MAIL ADDRESS: STREET 1: TWO NORTH RIVERSIDE PLAZA, SUITE 600 CITY: CHICAGO STATE: IL ZIP: 60606 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2020-09-15 0 0001818221 Equity Distribution Acquisition Corp. EQD 0001824090 Equity Distribution Sponsor LLC TWO NORTH RIVERSIDE PLAZA SUITE 600 CHICAGO IL 60606 0 0 1 0 0001024193 ZELL SAMUEL TWO NORTH RIVERSIDE PLAZA, SUITE 600 CHICAGO IL 60606 1 0 1 0 0001805815 EGI-Fund C, L.L.C. TWO NORTH RIVERSIDE PLAZA, SUITE 600 CHICAGO IL 60606 0 0 1 0 0001250731 CHAI TRUST CO LLC TWO NORTH RIVERSIDE PLAZA, SUITE 600 CHICAGO IL 60606 0 0 1 0 Class B common stock Class A common stock 8535000 D As described in the issuer's registration statement on Form S-1 (File No. 333-248463), the shares of Class B common stock, par value $0.0001 per share, will automatically convert into shares of Class A common stock, par value $0.0001 per share, of the issuer at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date. The shares of Class B common stock beneficially owned by the reporting persons include up to 1,125,000 shares that are subject to forfeiture to the extent the underwriters of the initial public offering of the issuer's securities do not exercise in full their over-allotment option as described in the issuer's registration statement. Equity Distribution Sponsor LLC is the record holder of the shares reported herein. Equity Distribution Sponsor LLC is majority-owned by EGI-Fund C, L.L.C. Chai Trust Company, LLC is the managing member of EGI-Fund C, L.L.C. Accordingly, each of EGI-Fund C, L.L.C. and Chai Trust Company, LLC may be deemed to beneficially own the reported shares held directly by Equity Distribution Sponsor LLC. Equity Distribution Sponsor LLC is managed by a board of managers, which is controlled by the manager designated by EGI-Fund C, L.L.C, which is Sam Zell. Accordingly, Sam Zell, a director of the issuer, may also be deemed to beneficially own the reported shares held directly by Equity Distribution Sponsor LLC. Sam Zell disclaims beneficial ownership of such shares except to the extent, if any, of his pecuniary interest therein. Exhibit 24.1 Power of Attorney /s/ Tom Lamprecht as Attorney-in-Fact for Sam Zell 2020-09-15 Chai Trust Company, LLC By: /s/ Joseph Miron, Chief Legal Officer 2020-09-15 EGI-Fund C, L.L.C. By: /s/ Joseph Miron, Vice President 2020-09-15 Equity Distribution Sponsor LLC By: /s/ Joseph Miron, Secretary 2020-09-15 EX-24.1 2 attachment1.htm EX-24.1 DOCUMENT
                                   POWER OF ATTORNEY

        Know all by these presents, that the undersigned hereby makes,
constitutes and appoints each of Philip Tinkler, Joseph Miron and Tom Lamprecht,
or any one of them acting individually, and with full power of substitution, the
undersigned's true and lawful attorney-in-fact to:

        (1)   prepare, execute in the undersigned's name and on the
              undersigned's behalf, and submit to the U.S. Securities and
              Exchange Commission (the "SEC") a Form ID, including amendments
              thereto, and any other documents necessary or appropriate to
              obtain codes and passwords enabling the undersigned to make
              electronic filings with the SEC of reports required by Section
              16(a) of the Securities Exchange Act of 1934 or any rule or
              regulation of the SEC;

        (2)   execute for and on behalf of the undersigned, in the undersigned's
              capacity as an officer and/or director of Equity Distribution
              Acquisition Corp., a Delaware corporation (the "Company"), Forms
              3, 4, and 5, including amendments thereto, in accordance with
              Section 16(a) of the Securities Exchange Act of 1934 and the rules
              and regulations thereunder;

        (3)   do and perform any and all acts for and on behalf of the
              undersigned which may be necessary or desirable to complete and
              execute any such Form 3, 4, or 5, complete and execute any
              amendment or amendments thereto, and timely file such form with
              the SEC and any stock exchange or similar authority; and

        (4)   take any other action of any type whatsoever in connection with
              the foregoing which, in the opinion of such attorney-in-fact, may
              be of benefit to, in the best interest of, or legally required by,
              the undersigned, it being understood that the documents executed
              by such attorney-in-fact on behalf of the undersigned pursuant to
              this Power of Attorney shall be in such form and shall contain
              such terms and conditions as such attorney-in-fact may approve in
              such attorney-in-fact's discretion.

        The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier (a) revoked by the undersigned in a signed writing delivered to
the foregoing attorneys-in-fact or (b) superseded by a new power of attorney
regarding the purposes outlined herein at a later date.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 15th day of September, 2020.



                                        /s/ Sam Zell
                                        ----------------------------------------
                                        Sam Zell