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*
Ainge Tanner

(Last) (First) (Middle)
1633 W. INNOVATION WAY, 5TH FLOOR

(Street)
LEHI UT 84043

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
09/07/2021
3. Issuer Name and Ticker or Trading Symbol
Banner Acquisition Corp. [ BNNR ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
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 4,122,500(2) (1) I See footnote(3)
1. Name and Address of Reporting Person*
Ainge Tanner

(Last) (First) (Middle)
1633 W. INNOVATION WAY, 5TH FLOOR

(Street)
LEHI UT 84043

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Banner SPAC Sponsor LLC

(Last) (First) (Middle)
1633 W. INNOVATION WAY, 5TH FLOOR

(Street)
LEHI UT 84043

(City) (State) (Zip)
Explanation of Responses:
1. The Class B Common Stock are convertible into the Issuer's Class A Common Stock on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights and have no expiration date.
2. Includes 562,500 Class B Common Stock that are subject to forfeiture if the underwriter in the Issuer's initial public offering does not exercise its over-allotment option in full.
3. Banner SPAC Sponsor, LLC ("Sponsor") is the record holder of the shares reported herein. Banner Ventures Management, LLC is the managing member of the Sponsor, and Tanner Ainge is the managing member of Banner Ventures Management, LLC. Accordingly, Banner Ventures Management, LLC and Mr. Ainge may be deemed to have or share beneficial ownership of the common stock held directly by the Sponsor. Each such entity or person disclaims any such beneficial ownership of such securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
Remarks:
Exhibit List: Exhibit 24.1 - Power of Attorney
/s/ Tanner Ainge 09/07/2021
/s/ Banner SPAC Sponsor, LLC, by Tanner Ainge as Authorized Person 09/07/2021
** 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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