| 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
Genesis Park Acquisition Corp. [ GNPK ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/27/2020 | ||||||||||||||||||||||||||
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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 | 11/27/2020 | P | 1,000,000 | A | $10(1) | 1,000,000 | D | |||
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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 | ||||||||
| Warrants to purchase Class A ordinary shares | $11.5 | 11/27/2020 | P | 7,292,541(2) | (3) | (4) | Class A ordinary shares | 7,292,541 | $1 | 7,292,541 | I | See footnote(5) | |||
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. Includes securities underlying 1,000,000 units purchased by Genesis Park II LP, the reporting person (the "Managing Member"), in the registrant's initial public offering for $10 per unit, as further described in the registrant's registration statement on Form S-1 (File No. 333-249066) (as amended, the "S-1"). Each such unit consists of one Class A ordinary share of the registrant, par value $0.0001 per share ("Class A Share") and one-half of one warrant. Each whole warrant is exercisable to purchase one Class A Share at a price of $11.50 per share. |
| 2. Genesis Park Holdings (the "Sponsor") purchased 7,292,541 warrants, as described in the S-1, in a private placement of warrants at a price of $1.00 per private placement warrant. Each whole private placement warrant is exercisable to purchase one Class A Share at a price of $11.50 per share. |
| 3. The warrants become exercisable on the later of (i) 30 days after the completion of the registrant's initial business combination and (ii) 12 months from the closing of the registrant's initial public offering. |
| 4. The warrants expire 5 years after the completion of the registrant's initial business combination or earlier upon redemption or liquidation, as described in the S-1. |
| 5. Warrants held directly by the Sponsor. 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, which may be deemed to have shared beneficial ownership of the ordinary shares held directly by the Sponsor. Each of the registrant'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 registrant. 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 | 12/01/2020 | |
| Genesis Park II GP LLC, /s/ Paul W. Hobby, Name: Paul W. Hobby, Title: Authorized Signatory | 12/01/2020 | |
| ** 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 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. | ||