0000899243-20-033032.txt : 20201208 0000899243-20-033032.hdr.sgml : 20201208 20201208184623 ACCESSION NUMBER: 0000899243-20-033032 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20201208 FILED AS OF DATE: 20201208 DATE AS OF CHANGE: 20201208 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Genesis Park Holdings CENTRAL INDEX KEY: 0001823485 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39733 FILM NUMBER: 201376456 BUSINESS ADDRESS: STREET 1: 2000 EDWARDS STREET, SUITE B CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 713 489 4650 MAIL ADDRESS: STREET 1: 2000 EDWARDS STREET, SUITE B CITY: HOUSTON STATE: TX ZIP: 77002 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Genesis Park II LP CENTRAL INDEX KEY: 0001706942 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39733 FILM NUMBER: 201376457 BUSINESS ADDRESS: STREET 1: 2000 EDWARDS STREET STREET 2: SUITE B CITY: HOUSTON STATE: TX ZIP: 77007 BUSINESS PHONE: 7134894650 MAIL ADDRESS: STREET 1: 2000 EDWARDS STREET STREET 2: SUITE B CITY: HOUSTON STATE: TX ZIP: 77007 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Genesis Park II GP LLC CENTRAL INDEX KEY: 0001829814 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39733 FILM NUMBER: 201376458 BUSINESS ADDRESS: STREET 1: 2000 EDWARDS STREET, SUITE B CITY: HOUSTON STATE: TX ZIP: 77007 BUSINESS PHONE: 713 936 9577 MAIL ADDRESS: STREET 1: 2000 EDWARDS STREET, SUITE B CITY: HOUSTON STATE: TX ZIP: 77007 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Genesis Park Acquisition Corp. CENTRAL INDEX KEY: 0001819810 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2000 EDWARDS STREET, SUITE B CITY: HOUSTON STATE: TX ZIP: 77007 BUSINESS PHONE: 713 936 9577 MAIL ADDRESS: STREET 1: 2000 EDWARDS STREET, SUITE B CITY: HOUSTON STATE: TX ZIP: 77007 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2020-12-08 0 0001819810 Genesis Park Acquisition Corp. GNPK 0001823485 Genesis Park Holdings 2000 EDWARDS STREET, SUITE B HOUSTON TX 77007 1 0 1 0 0001706942 Genesis Park II LP 2000 EDWARDS STREET, SUITE B HOUSTON TX 77007 1 0 1 0 0001829814 Genesis Park II GP LLC 2000 EDWARDS STREET, SUITE B HOUSTON TX 77007 1 0 1 0 Class B ordinary shares 2020-12-08 4 J 0 218094.5 0.00 D Class A ordinary shares 4094405.5 4094405.5 D As described in the issuer's registration statement on Form S-1 (File No. 333-249066) under the heading "Description of Securities - Founder Shares," Class B ordinary shares of the issuer, par value $0.0001 per share ("Class B Shares"), will automatically convert into Class A ordinary shares of the issuer, par value $0.0001 per share ("Class A Shares"), at the time of the issuer's initial business combination, on a one-for-one basis, subject to certain adjustment, and have no expiration date. Forfeiture to the issuer for no consideration because the underwriter for the issuer's initial public offering did not fully exercise the over-allotment option. Class B ordinary shares held directly by Genesis Park Holdings, the reporting person (the "Sponsor"). Genesis Park II LP (the "Managing Member") is the manager of the Sponsor, and as such, has voting and investment discretion with respect to the ordinary shares held of record by the Sponsor and may be deemed to have shared beneficial ownership of the ordinary shares held directly by the Sponsor. The general partner of the Managing Member is Genesis Park II GP LLC (the "General Partner"), which may be deemed to have shared beneficial ownership of the ordinary shares held directly by the Sponsor. The managers of HSG GP LLC, which is the general partner of Genesis Park Holdco LP, the manager of the General Partner, are Paul W. Hobby, who serves as a director and the Chief Executive Officer of the issuer, Peter Shaper and Steven Gibson. (continued from footnote 3) Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. Paul Hobby, a manager of HSG GP LLC, serves on the board of directors of the issuer. For purposes of Section 16 of the Securities Exchange Act of 1934, the reporting persons may be deemed directors by deputization by virtue of Mr. Hobby's service on the issuer's board of directors. See Exhibit 99.1 - Power of Attorney for Genesis Park Holdings See Exhibit 99.2 - Power of Attorney for Genesis Park II LP See Exhibit 99.3 - Power of Attorney for Genesis Park II GP LLC Genesis Park Holdings, By: /s/ Willkie Farr & Gallagher LLP, Attorney-in-Fact 2020-12-08 Genesis Park II LP, By: /s/ Willkie Farr & Gallagher LLP, Attorney-in-Fact 2020-12-08 Genesis Park II GP LLC, By: /s/ Willkie Farr & Gallagher LLP, Attorney-in-Fact 2020-12-08 EX-99.1 2 attachment1.htm EX-99.1 DOCUMENT 
  LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS

       Know all by these presents, that the undersigned hereby constitutes and
appoints Willkie Farr & Gallagher LLP the undersigned's true and lawful
attorney-in-fact to:

     1.     execute for and on behalf of the undersigned, in the undersigned's
            capacity as a beneficial owner of Genesis Park Acquisition Corp.
            (the "Company"), Forms 3, 4 and 5 (and any amendments thereto) in
            accordance with Section 16(a) of the Securities Exchange Act of
            1934, as amended (the "Exchange Act"), and the rules thereunder;

     2.     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 amendments thereto, and
            timely file such form with the U.S. Securities and Exchange
            Commission (the "SEC") and any securities exchange or similar
            authority, including without limitation the filing of a Form ID or
            any other documents necessary or appropriate to enable the
            undersigned to file the Forms 3, 4 and 5 electronically with the
            SEC;

     3.     seek or obtain, as the undersigned's representative and on the
            undersigned's behalf, information on transactions in the Company's
            securities from any third party, including brokers, employee benefit
            plan administrators and trustees, and the undersigned hereby
            authorizes any such person to release any such information to the
            undersigned's attorney-in-fact appointed by this Limited Power of
            Attorney and approves and ratifies any such release of information;
            and

     4.     take any other action 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 or for, the undersigned, it
            being understood that the documents executed by such
            attorney-in-fact on behalf of the undersigned pursuant to this
            Limited Power of Attorney shall be in such form and shall contain
            such information and disclosure as such attorney-in-fact may approve
            in such attorney-in-fact's discretion.

             The undersigned hereby grants to such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever required,
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 Limited Power of Attorney and the rights and powers
herein granted.

             The undersigned acknowledges that the foregoing attorney-in-fact,
in serving in such capacity at the request and on the behalf of the undersigned,
is not assuming, nor is the Company assuming, any of the undersigned's
responsibilities to comply with, or any liability for the failure to comply
with, any provision of Section 16 of the Exchange Act.

             This Limited Power of Attorney shall remain in full force and
effect until the undersigned is no longer required to file Forms 3, 4 or 5 with
respect to the undersigned's holdings of and transactions in securities issued
by the Company, unless earlier revoked by the undersigned in a signed writing
delivered to each of the foregoing attorney-in-fact.

       IN WITNESS WHEREOF, the undersigned has executed this Limited Power of
Attorney as of this 19th day of November, 2020.


                                Signed and acknowledged:

                                GENESIS PARK HOLDINGS
                                By: Genesis Park II LP, as Manager
                                By: Genesis Park II GP LLC, its General Partner



                                By: /s/ Paul W. Hobby
                                    -----------------------------------
                                    Name: Paul W. Hobby
                                    Title:   Authorized Signatory
EX-99.2 3 attachment2.htm EX-99.2 DOCUMENT 
  LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS

       Know all by these presents, that the undersigned hereby constitutes and
appoints Willkie Farr & Gallagher LLP the undersigned's true and lawful
attorney-in-fact to:

     1.     execute for and on behalf of the undersigned, in the undersigned's
            capacity as a beneficial owner of Genesis Park Acquisition Corp.
            (the "Company"), Forms 3, 4 and 5 (and any amendments thereto) in
            accordance with Section 16(a) of the Securities Exchange Act of
            1934, as amended (the "Exchange Act"), and the rules thereunder;

     2.     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 amendments thereto, and
            timely file such form with the U.S. Securities and Exchange
            Commission (the "SEC") and any securities exchange or similar
            authority, including without limitation the filing of a Form ID or
            any other documents necessary or appropriate to enable the
            undersigned to file the Forms 3, 4 and 5 electronically with the
            SEC;

     3.     seek or obtain, as the undersigned's representative and on the
            undersigned's behalf, information on transactions in the Company's
            securities from any third party, including brokers, employee benefit
            plan administrators and trustees, and the undersigned hereby
            authorizes any such person to release any such information to the
            undersigned's attorney-in-fact appointed by this Limited Power of
            Attorney and approves and ratifies any such release of information;
            and

     4.     take any other action 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 or for, the undersigned, it
            being understood that the documents executed by such attorney-in-
            fact on behalf of the undersigned pursuant to this Limited Power of
            Attorney shall be in such form and shall contain such information
            and disclosure as such attorney-in-fact may approve in such
            attorney-in-fact's discretion.

             The undersigned hereby grants to such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever required,
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 Limited Power of Attorney and the rights and powers
herein granted.

             The undersigned acknowledges that the foregoing attorney-in-fact,
in serving in such capacity at the request and on the behalf of the undersigned,
is not assuming, nor is the Company assuming, any of the undersigned's
responsibilities to comply with, or any liability for the failure to comply
with, any provision of Section 16 of the Exchange Act.

             This Limited Power of Attorney shall remain in full force and
effect until the undersigned is no longer required to file Forms 3, 4 or 5 with
respect to the undersigned's holdings of and transactions in securities issued
by the Company, unless earlier revoked by the undersigned in a signed writing
delivered to each of the foregoing attorney-in-fact.

       IN WITNESS WHEREOF, the undersigned has executed this Limited Power of
Attorney as of this 19th day of November, 2020.


                                Signed and acknowledged:

                                GENESIS PARK II LP
                                By: Genesis Park II GP LLC, its General Partner



                                By: /s/ Paul W. Hobby
                                    -----------------------------------
                                    Name: Paul W. Hobby
                                    Title:   Authorized Signatory
EX-99.3 4 attachment3.htm EX-99.3 DOCUMENT 
  LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS

       Know all by these presents, that the undersigned hereby constitutes and
appoints Willkie Farr & Gallagher LLP the undersigned's true and lawful
attorney-in-fact to:

     1.     execute for and on behalf of the undersigned, in the undersigned's
            capacity as a beneficial owner of Genesis Park Acquisition Corp.
            (the "Company"), Forms 3, 4 and 5 (and any amendments thereto) in
            accordance with Section 16(a) of the Securities Exchange Act of
            1934, as amended (the "Exchange Act"), and the rules thereunder;

     2.     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 amendments
            thereto, and timely file such form with the U.S. Securities and
            Exchange Commission (the "SEC") and any securities exchange or
            similar authority, including without limitation the filing of a Form
            ID or any other documents necessary or appropriate to enable the
            undersigned to file the Forms 3, 4 and 5 electronically with the
            SEC;

     3.     seek or obtain, as the undersigned's representative and on the
            undersigned's behalf, information on transactions in the Company's
            securities from any third party, including brokers, employee benefit
            plan administrators and trustees, and the undersigned hereby
            authorizes any such person to release any such information to the
            undersigned's attorney-in-fact appointed by this Limited Power of
            Attorney and approves and ratifies any such release of information;
            and

     4.     take any other action 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 or for, the undersigned, it
            being understood that the documents executed by such
            attorney-in-fact on behalf of the undersigned pursuant to this
            Limited Power of Attorney shall be in such form and shall contain
            such information and disclosure as such attorney-in-fact may approve
            in such attorney-in-fact's discretion.

             The undersigned hereby grants to such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever required,
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 Limited Power of Attorney and the rights and powers
herein granted.

             The undersigned acknowledges that the foregoing attorney-in-fact,
in serving in such capacity at the request and on the behalf of the undersigned,
is not assuming, nor is the Company assuming, any of the undersigned's
responsibilities to comply with, or any liability for the failure to comply
with, any provision of Section 16 of the Exchange Act.

             This Limited Power of Attorney shall remain in full force and
effect until the undersigned is no longer required to file Forms 3, 4 or 5 with
respect to the undersigned's holdings of and transactions in securities issued
by the Company, unless earlier revoked by the undersigned in a signed writing
delivered to each of the foregoing attorney-in-fact.

       IN WITNESS WHEREOF, the undersigned has executed this Limited Power of
Attorney as of this 19th day of November, 2020.


                                Signed and acknowledged:

                                GENESIS PARK II GP LLC



                                By: /s/ Paul W. Hobby
                                    ------------------------------------
                                    Name: Paul W. Hobby
                                    Title:   Authorized Signatory