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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 08/03/2021 |
3. Issuer Name and Ticker or Trading Symbol
Blue Whale Acquisition Corp I [ BWCA ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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) | |||||||
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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 F ordinary shares | (1)(2)(3) | (1)(2)(3) | Class A ordinary shares | 9,600 | $0.00(1)(2)(3) | D |
Explanation of Responses: |
1. As described in the issuer's registration statement on Form S-1 (File No. 333-257816) under the heading "Description of Securities--Founder Shares," on the first business day following the closing of the issuer's initial business combination, the Class F ordinary shares will automatically convert into a number of Class A ordinary shares at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Class F ordinary shares will equal, in the aggregate on an as-converted basis, equal to 10% of the sum of (i) the total number of all Class A ordinary shares issued and outstanding upon completion of this the issuer's initial public offering ("IPO") (including any over-allotment shares if the underwriters exercise their over-allotment option and without giving effect to any redemptions of any public shares in connection with the initial business combination), |
2. (Continued from Footnote 1) plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion of the Class F founder ordinary shares, plus (iii) unless waived by Blue Whale Sponsor I LLC, the total number of Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, in connection with or in relation to the consummation of the initial business combination, |
3. (Continued from Footnote 2) including any forward purchase shares, and excluding (x) any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial business combination and (y) any Class A ordinary shares issuable upon conversion of the Class G founder shares. If calculated based on the public shares outstanding as of immediately after the IPO, the Class F ordinary shares would be convertible (on the first day following the completion of our the issuer's business combination) into an aggregate of 2,222,222 Class A ordinary shares (assuming no exercise of the over-allotment option). |
Remarks: |
/s/ Pillar, Russ | 08/03/2021 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |