SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* Genesis Park II LP (Last) (First) (Middle) 2000 EDWARDS STREET, SUITE B (Street) HOUSTON TX 77007 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 11/23/2020	3. Issuer Name and Ticker or Trading Symbol Genesis Park Acquisition Corp. [ GNPK ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B ordinary shares	(1)	(1)	Class A ordinary shares	4,312,500	(1)	I	See Footnote(2)

1. Name and Address of Reporting Person* Genesis Park II LP (Last) (First) (Middle) 2000 EDWARDS STREET, SUITE B (Street) HOUSTON TX 77007 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Genesis Park II GP LLC (Last) (First) (Middle) 2000 EDWARDS STREET, SUITE B (Street) HOUSTON TX 77007 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. 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 adjustments, and have no expiration date. Includes 562,000 Class B Shares that are subject to forfeiture if the underwriter of the issuer's initial public offering does not exercise in full its option to purchase additional units.

2. Shares held directly by Genesis Park Holdings (the "Sponsor"). Genesis Park II LP (the "Managing Member") is the managing member 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, which may be deemed to have shared beneficial ownership of the ordinary shares held directly by the Sponsor. Each of the issuer's officers and directors may hold a direct or indirect interest in the Sponsor. 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.

Remarks:

Paul Hobby, a manager of Genesis Park II 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.

	Genesis Park II LP, By: Genesis Park II GP LLC, its General Partner, /s/ Paul W. Hobby, Name: Paul W. Hobby, Title: Authorized Signatory	11/23/2020
	Genesis Park II GP LLC, /s/ Paul W. Hobby, Name: Paul W. Hobby, Title: Authorized Signatory	11/23/2020
	** 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 5 (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.