| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Omega Alpha SPAC [ OMEG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/11/2021 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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(1) | 01/11/2021 | P | 501,000 | A | $10 | 501,000 | D(2)(3) | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. The reported Class A ordinary shares were purchased as Private Placement Shares by Omega Alpha Management for $10.00 per share, as described under the heading "Description of Securities" in the Issuer's registration statement on Form S-1 (File No. 333-251551). |
| 2. These shares are held by Omega Alpha Management (the "Sponsor"). The Sponsor is governed by two managers, Otello Stampacchia, who is a director of Omega Fund VI GP Manager, Ltd. ("Omega Top GP"), which is the general partner of Omega Fund VI GP, L.P. ("Omega GP"), which is the general partner of Omega Fund VI, L.P. ("Omega VI"), the sole member of the Sponsor, and Alexandra Pearsall (together with Mr. Stampacchia, the "Managers"). As such, each of Omega Top GP, Omega GP, Omega VI and the Managers has voting and investment discretion with respect to the Class B Ordinary Shares held by the Sponsor and, as a result, each may be deemed to beneficially own the reported securities. |
| 3. Each of the reporting persons (other than the Sponsor) disclaims Section 16 beneficial ownership of the shares except to the extent, if any, of its, his or her respective pecuniary interest therein, and this report shall not be deemed an admission that any of such person is the beneficial owner of such shares for Section 16 or any other purpose. |
| Omega Alpha Management /s/ Otello Stampacchia Otello Stampacchia, Attorney-in-fact | 01/13/2021 | |
| Omega Fund VI GP Manager, Ltd. /s/ Otello Stampacchia Otello Stampacchia, Attorney-in-fact | 01/13/2021 | |
| Omega Fund VI GP Manager, Ltd., the general partner of Omega Fund VI GP, L.P. /s/ Otello Stampacchia Otello Stampacchia, Attorney-in-fact | 01/13/2021 | |
| Omega Fund VI GP Manager, Ltd., the general partner of Omega Fund VI GP, L.P., the general partner of Omega Fund VI, L.P. /s/ Otello Stampacchia Otello Stampacchia, Attorney-in-fact | 01/13/2021 | |
| Alexandra Pearsall /s/ Otello Stampacchia Otello Stampacchia, Attorney-in-fact | 01/13/2021 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||