0001213900-19-026073.txt : 20191212 0001213900-19-026073.hdr.sgml : 20191212 20191212200243 ACCESSION NUMBER: 0001213900-19-026073 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: Minnick Michael CENTRAL INDEX KEY: 0001794271 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39159 FILM NUMBER: 191283047 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 0001794271 Minnick Michael 40 WEST 57TH STREET NEW YORK NY 10019 1 1 1 0 CIO and Director Class B Common Stock Class A Common Stock 5821875 I See Footnote 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. As a managing member of the Sponsor, the reporting person may be deemed to share beneficial ownership of the shares of Class B Common Stock held directly by the Sponsor, and 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/ Michael Minnick 2019-12-12