SEC FORM 3

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^*

Hisey Christopher Scott

(Last)

(First)

(Middle)

C/O QUALTEK SERVICES INC.,

475 SENTRY PARKWAY E, SUITE 200

(Street)

BLUE BELL

19422

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/14/2022

3. Issuer Name and Ticker or Trading Symbol
QualTek Services Inc. [ QTEK ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO and Director

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
Class B Common Stock	1,956,574	I	See footnote⁽¹⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Class A Units⁽²⁾	⁽³⁾	⁽³⁾	Class A Common Stock	798,771	$0.00⁽²⁾	I	See footnote⁽¹⁾
Earnout Units⁽²⁾	⁽⁴⁾⁽⁵⁾	⁽⁴⁾⁽⁵⁾	Class A Common Stock	1,157,803	$0.00⁽²⁾	I	See footnote⁽¹⁾

Explanation of Responses:

1. The reporting person is the managing member of QualTek Management and as such could be deemed to have voting and dispositive power with respect to the shares held by QualTek Management. Mr. Hisey disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

2. Represents units in QualTek Management HoldCo, LLC ("QualTek Management"). Each unit in QualTek Management is exchangeable for one common unit in QualTek HoldCo, LLC ("QualTek HoldCo") and one share of Class B Common Stock of QualTek Services Inc. (the "Registrant"), subject to customary adjustments. Pursuant to the Third Amended and Restated Limited Liability Company Agreement, dated February 14, 2022 (the "Third A&R LLCA"), by and among the Registrant and the other parties thereto, each common unit in QualTek HoldCo (together with one share of Class B Common Stock of the Registrant for every common unit) is exchangeable for one share of Class A common stock of the Registrant. Upon exchange of common units of QualTek Holdco, an equal number of shares of Class B Common Stock of the Registrant will be delivered to the Registrant and cancelled for no consideration.

3. Pursuant to the Third A&R LLCA, QualTek HoldCo's common units held by the reporting person are not exchangeable for the Registrant's Class A common stock until the expiration or waiver of certain lock-up periods.

4. The earnout units are subject to certain restrictions on transfer and voting and potential forfeiture pending the achievement of the earnout targets. Pursuant to a Business Combination Agreement, dated as of June 16, 2021, by and among the Registrant and certain other parties thereto, the applicable restrictions on transfer and voting will cease for 50% of the earnout units if, on or any time prior to the fifth anniversary of the date of the closing of the business combination (the "Closing"), the closing sale price per Class A Share equals or exceeds $15.00 for 20 trading days of any 30 consecutive trading day period following the Closing.

5. The applicable restrictions on transfer and voting will cease for 50% of the earnout units if, on or any time prior to the fifth anniversary of the Closing, the closing sale price per Class A Share equals or exceeds $18.00 for 20 trading days of any 30 consecutive trading day period following the Closing. The earnout period will be five years from the date of the Closing. Any earnout units that are not earned as of the end of the day on the fifth anniversary of the Closing shall be forfeited to the Registrant, and the earnout units will be cancelled and retired with no persons having any rights with respect thereto.

Remarks:

Exhibit 24.1 - Power of Attorney

	/s/ Michael B. Williams, Power of Attorney for Christopher S. Hisey	02/24/2022
	** 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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