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*
Priveterra Sponsor, LLC

(Last) (First) (Middle)
C/O PRIVETERRA ACQUISITION CORP.
300 SE 2ND STREET, SUITE 600

(Street)
FORT LAUDERDALE FL 33301

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
02/08/2021
3. Issuer Name and Ticker or Trading Symbol
Priveterra Acquisition Corp. [ PMGM ]
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 Common Stock (1) (1) Class A Common Stock 6,900,000 (1) D(2)(3)
1. Name and Address of Reporting Person*
Priveterra Sponsor, LLC

(Last) (First) (Middle)
C/O PRIVETERRA ACQUISITION CORP.
300 SE 2ND STREET, SUITE 600

(Street)
FORT LAUDERDALE FL 33301

(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*
PALMISANO ROBERT J

(Last) (First) (Middle)
C/O PRIVETERRA ACQUISITION CORP.
300 SE 2ND STREET, SUITE 600

(Street)
FORT LAUDERDALE FL 33301

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
X Officer (give title below) Other (specify below)
CEO
1. Name and Address of Reporting Person*
Malik Vikram

(Last) (First) (Middle)
C/O PRIVETERRA ACQUISITION CORP.
300 SE 2ND STREET, SUITE 600

(Street)
FORT LAUDERDALE FL 33301

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
X Officer (give title below) Other (specify below)
President
1. Name and Address of Reporting Person*
Grodnensky Oleg

(Last) (First) (Middle)
C/O PRIVETERRA ACQUISITION CORP.
300 SE 2ND STREET, SUITE 600

(Street)
FORT LAUDERDALE FL 33301

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
X Officer (give title below) Other (specify below)
COO and CFO
Explanation of Responses:
1. The shares of Class B common stock are convertible for shares of the Issuer's Class A common stock as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-252310) (the "Registration Statement") and have no expiration date. The shares of Class B common stock beneficially owned by the Reporting Persons include up to 900,000 shares of Class B common stock subject to forfeiture to the Issuer depending on the extent to which the underwriters' over-allotment option is exercised in connection with the Issuer's initial public offering of units, as described in the Registration Statement.
2. Priveterra Sponsor, LLC is the record holder of the securities reported herein. Messrs Palmisano, Malik and Grodnensky are the managers of Priveterra Sponsor, LLC and share voting and investment discretion with respect to the securities held of record by Priveterra Sponsor, LLC.
3. Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.
Remarks:
See Exhibit 99.1 - Joint Filer Information, which is incorporated herein by reference and describes in further detail the relationships of the Reporting Persons to the Issuer. See Exhibits 24.1, 24.2, 24.3 and 24.4 - Powers of Attorney.
/s/ Jordan Leon, Attorney-in-Fact for Priveterra Sponsor, LLC 02/08/2021
/s/ Jordan, Leon, Attorney-in-Fact for Robert Palmisano 02/08/2021
/s/ Jordan Leon, Attorney-in-Fact for Vikram Malik 02/08/2021
/s/ Jordan Leon, Attorney-in-Fact for Oleg Grodnensky 02/08/2021
** 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 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).
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