SEC Form 4
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*
USHG Investments, LLC

(Last) (First) (Middle)
853 BROADWAY 17TH FLOOR

(Street)
NEW YORK NY 10003

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
USHG Acquisition Corp. [ HUGS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/01/2021
4. 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 Acquired, Disposed of, or Beneficially Owned
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
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 $11.5 03/01/2021 P 1,333,333 (1) (1) Class A Common Stock 1,333,333 $1.5 1,333,333 I See footnote(2)
1. Name and Address of Reporting Person*
USHG Investments, LLC

(Last) (First) (Middle)
853 BROADWAY 17TH FLOOR

(Street)
NEW YORK NY 10003

(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*
UNION SQUARE HOSPITALITY GROUP, LLC

(Last) (First) (Middle)
853 BROADWAY 17TH FLOOR

(Street)
NEW YORK NY 10003

(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. The warrants will become exercisable commencing on the later of 12 months from the closing of the Issuer's initial public offering or 30 days after the completion of the Issuer's initial business combination, and will expire five years after the completion of the Issuer's initial business combination or earlier upon redemption or liquidation.
2. USHG Investments, LLC ("USHG Investments") is the record holder of the warrants reported herein. Union Square Hospitality Group, LLC ("USHG") is the managing member of USHG Investments. USHG disclaims beneficial onwership of the warrants held by USHG Investments, except to the extent of its pecuniary interest therein, if any.
Remarks:
USHG Investments, LLC, By: Union Square Hospitality Group, LLC, its managing member, /s/ Avisheh Avini, Chief Legal Officer 03/01/2021
Union Square Hospitality Group, LLC, /s/ Avisheh Avini, Chief Legal Officer 03/01/2021
** 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).
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