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*
Nebula Caravel Holdings LLC

(Last) (First) (Middle)
FOUR EMBARCADERO CENTER,
SUITE 2100

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
12/08/2020
3. Issuer Name and Ticker or Trading Symbol
Nebula Caravel Acquisition Corp. [ NEBCU ]
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)
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 Common Stock (1) (1) Class A Common Stock 7,087,500(2)(3) (1) D
1. Name and Address of Reporting Person*
Nebula Caravel Holdings LLC

(Last) (First) (Middle)
FOUR EMBARCADERO CENTER,
SUITE 2100

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
1. Name and Address of Reporting Person*
True Wind Capital II, L.P.

(Last) (First) (Middle)
C/O NEBULA CARAVEL ACQUISITION CORP.
FOUR EMBARCADERO CENTER, SUITE 2100

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
1. Name and Address of Reporting Person*
True Wind Capital II-A, L.P.

(Last) (First) (Middle)
C/O NEBULA CARAVEL ACQUISITION CORP.
FOUR EMBARCADERO CENTER, SUITE 2100

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
1. Name and Address of Reporting Person*
True Wind Capital GP II, LLC

(Last) (First) (Middle)
C/O NEBULA CARAVEL ACQUISITION CORP.
FOUR EMBARCADERO CENTER, SUITE 2100

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CLAMMER ADAM

(Last) (First) (Middle)
FOUR EMBARCADERO CENTER,
SUITE 2100

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GREENE JAMES H JR

(Last) (First) (Middle)
FOUR EMBARCADERO CENTER,
SUITE 2100

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
Explanation of Responses:
1. As described in the issuer's registration statement on Form S-1 (File No. 333-250804) under the heading "Description of Securities - Founder Shares", the shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the issuer's initial business combination, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and has no expiration date.
2. These shares represent Class B common stock held by Nebula Caravel Holdings, LLC, acquired pursuant to a subscription agreement by and between Nebula Caravel Holdings, LLC and the issuer. The Class B common stock owned by the reporting person includes up to 937,500 shares that are subject to forfeiture in the event the underwriters of the initial public offering of the issuer's securities do not exercise in full their over-allotment option as described in the issuer's registration statement.
3. Nebula Caravel Holdings, LLC is the record holder of the shares reported herein. True Wind Capital II, L.P. and True Wind Capital II-A, L.P. (collectively, "True Wind Capital II") are the managing members of Nebula Caravel Holdings, LLC. Mr. Greene and Mr. Clammer are the managing members of True Wind Capital GP II, LLC, the General Partner of True Wind Capital II. As such, they may be deemed to have or share beneficial ownership of the Class B Common Stock held directly by Nebula Caravel Holdings, LLC. 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.
/s/ Adam Clammer, as managing member ("MM") of True Wind Capital GP II, LLC, the general partner of True Wind Capital II, L.P. and True Wind Capital II-A, L.P., MMs of Nebula Caravel Holdings, LLC 12/08/2020
/s/ Adam Clammer, as MM of True Wind Capital GP II, LLC, the general partner of True Wind Capital II, L.P. 12/08/2020
/s/ Adam Clammer, as MM of True Wind Capital GP II, LLC, the general partner of True Wind Capital II-A, L.P. 12/08/2020
/s/ Adam Clammer, as MM of True Wind Capital GP II, LLC 12/08/2020
/s/ James Greene, Jr. 12/08/2020
/s/ Adam Clammer 12/08/2020
** Signature of Reporting Person Date
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* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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