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

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1. Name and Address of Reporting Person* SV Acquisition Sponsor Sub, LLC (Last) (First) (Middle) C/O SPRING VALLEY ACQUISITION CORP. 2100 MCKINNEY AVE., SUITE 1675 (Street) HOUSTON TX 75201 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 11/23/2020	3. Issuer Name and Ticker or Trading Symbol SPRING VALLEY ACQUISITION CORP. [ SV ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year) 11/23/2020
			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	5,630,000	(1)	D(2)

1. Name and Address of Reporting Person* SV Acquisition Sponsor Sub, LLC (Last) (First) (Middle) C/O SPRING VALLEY ACQUISITION CORP. 2100 MCKINNEY AVE., SUITE 1675 (Street) HOUSTON TX 75201 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SPRING VALLEY ACQUISITION SPONSOR, LLC (Last) (First) (Middle) C/O SPRING VALLEY ACQUISITION CORP. 2100 MCKINNEY AVE., SUITE 1675 (Street) HOUSTON TX 75201 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* PEARL ENERGY INVESTMENTS II, L.P. (Last) (First) (Middle) C/O SPRING VALLEY ACQUISITION CORP. 2100 MCKINNEY AVE., SUITE 1675 (Street) HOUSTON TX 75201 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Pearl Energy Investment II GP, L.P. (Last) (First) (Middle) C/O SPRING VALLEY ACQUISITION CORP. 2100 MCKINNEY AVE., SUITE 1675 (Street) HOUSTON TX 75201 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Pearl Energy Investment II UGP, LLC (Last) (First) (Middle) C/O SPRING VALLEY ACQUISITION CORP. 2100 MCKINNEY AVE., SUITE 1675 (Street) HOUSTON TX 75201 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer 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. 333-249067) under the heading "Description of Securities--Founder Shares", the Class B ordinary shares, par value $0.0001 per share, will automatically convert into Class A ordinary shares, par value $0.0001 per share, of the issuer at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for share splits, share capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.

2. This Form 3 is being filed by SV Acquisition Sponsor Sub, LLC ("Holdco"). Holdco is controlled by Spring Valley Acquisition Sponsor, LLC (the "Sponsor"), its sole member. The Sponsor is controlled by Pearl Energy Investment II, L.P. ("Pearl"). Pearl is controlled by its general partner, Pearl Energy Investment II GP, LP ("Pearl GP"), and Pearl GP is controlled by its general partner, Pearl Energy Investment II UGP, LLC ("Pearl LLC"). Accordingly, all of the shares held by Holdco may be deemed to be beneficially held by the Sponsor, Pearl, Pearl GP and Pearl LLC. Each such reporting person under this Form 3 disclaims beneficial ownership of the Class B ordinary shares reported herein except to the extent of their respective pecuniary interest therein and the filing of this Form 3 shall not be construed as an admission that any such reporting person is the beneficial owner of any Class B ordinary share covered by this Form 3.

Remarks:

This filing amends the Form 3 filed on November 23, 2020 to reflect the addition of Pearl GP and Pearl LLC each as a Reporting Owner. Pearl GP and Pearl LLC had not yet obtained EDGAR access codes at the time of the prior Form 3 filing and have since obtained such codes.

	/s/ See signatures included in Exhibit 99.1	11/25/2020
	** Signature of Reporting Person	Date
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