0001213900-19-026066.txt : 20191212
0001213900-19-026066.hdr.sgml : 20191212
20191212200058
ACCESSION NUMBER: 0001213900-19-026066
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20191212
FILED AS OF DATE: 20191212
DATE AS OF CHANGE: 20191212
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: CIIG Management LLC
CENTRAL INDEX KEY: 0001789763
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39159
FILM NUMBER: 191283039
BUSINESS ADDRESS:
STREET 1: 40 WEST 57TH STREET FLOOR 29
CITY: NEW YORK
STATE: NY
ZIP: 10019
BUSINESS PHONE: 9176471076
MAIL ADDRESS:
STREET 1: 40 WEST 57TH STREET FLOOR 29
CITY: NEW YORK
STATE: NY
ZIP: 10019
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: CIIG Merger Corp.
CENTRAL INDEX KEY: 0001789760
STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770]
IRS NUMBER: 843142564
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 40 WEST 57TH STREET FLOOR 29
CITY: NEW YORK
STATE: NY
ZIP: 10019
BUSINESS PHONE: 9176471076
MAIL ADDRESS:
STREET 1: 40 WEST 57TH STREET FLOOR 29
CITY: NEW YORK
STATE: NY
ZIP: 10019
3
1
ownership.xml
OWNERSHIP DOCUMENT
X0206
3
2019-12-12
0
0001789760
CIIG Merger Corp.
CIICU
0001789763
CIIG Management LLC
40 WEST 57TH STREET
29TH FLOOR
NEW YORK
NY
10019
0
0
1
0
Class B Common Stock
Class A Common Stock
5821875
D
As described in the issuer's registration statement on Form S-1 (File No. 333-235158) (the "Registration Statement") under the heading "Description of Securities--Founder Shares," the shares of Class B Common Stock, par value $0.0001 per share ("Class B Common Stock"), will automatically be converted into shares of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), at the time of the issuer's initial business combination, on a one-for-one basis, subject to certain adjustments described therein and have no expiration date.
These shares represent Class B Common Stock held by CIIG Management LLC (the "Sponsor") that were acquired pursuant to a subscription agreement by and between the Sponsor and the issuer. On November 20, 2019, the issuer effected a stock dividend of 1.125 shares for each share of Class B Common Stock outstanding. On November 21, 2019, the Sponsor and the issuer entered into a cancellation agreement pursuant to which the Sponsor forfeited 646,875 shares of Class B Common Stock. The Class B Common Stock owned by the Sponsor includes up to 759,375 shares that are subject to forfeiture in the event the underwriters of the issuer's initial public offering do not exercise in full their over-allotment option as described in the issuer's Registration Statement.
F. Peter Cuneo, the issuer's Chief Executive Officer and Chairman, Gavin Cuneo, the issuer's Chief Operating Officer and Director, and Michael Minnick, the issuer's Chief Investment Officer and Director, are the managing members of the Sponsor and have voting and investment discretion with respect to the securities held by the Sponsor. As such, Messrs. Cuneo, Cuneo and Minnick may be deemed to share beneficial ownership of the shares of Class B Common Stock held directly by the Sponsor. Each of Messrs. Cuneo, Cuneo and Minnick disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
/s/ Gavin Cuneo, Authorized Signatory
2019-12-12