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* G&P Sponsor, LLC (Last) (First) (Middle) C/O G&P ACQUISITION CORP. 222 BELLEVUE AVENUE (Street) NEWPORT RI 02840 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 03/10/2021	3. Issuer Name and Ticker or Trading Symbol G&P Acquisition Corp. [ GAPA ]
		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	5,675,000	(1)	D(2)(3)

1. Name and Address of Reporting Person* G&P Sponsor, LLC (Last) (First) (Middle) C/O G&P ACQUISITION CORP. 222 BELLEVUE AVENUE (Street) NEWPORT RI 02840 (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* SCHORSCH NICHOLAS S (Last) (First) (Middle) C/O G&P ACQUISITION CORP. 222 BELLEVUE AVENUE (Street) NEWPORT RI 02840 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The shares of the Issuer's Class B common stock, par value $0.0001 per share (the "Class B Common Stock"), are convertible for the shares of the Issuer's Class A common stock, par value $0.0001 per share, as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S -1 (File No. 333-253089) (the "Registration Statement") and have no expiration date. The shares of Class B Common Stock beneficially owned by the Reporting Persons include up to 750,000 shares of Clas s B Common Stock that are subject to forfeiture to the Issuer depending on the extent to which the underwriters' over-allotment option is exercised in connection with the Is suer's initial public offering of units, as described in the Registration Statement.

2. G&P Sponsor, LLC is the record holder of the securities reported herein. Bellevue Capital Partners, LLC is the managing member of G&P Sponsor, LLC, and Mr. Schorsch is the managing member of Bellevue Capital Partners, LLC and has voting and investment discretion with respect to the securities held of record by G&P Sponsor, LLC.

3. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (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 24.1 - Power of Attorney. 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.

	/s/ Michael R. Anderson, as Authorized Signatory	03/10/2021
	/s/ Michael R. Anderson, as attorney-in-fact for Nicholas S. Schorsch	03/10/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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