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*
Enrich Jose Miguel

(Last) (First) (Middle)
781 CRANDON BLVD 902

(Street)
KEY BISCAYNE FL 33149

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
08/15/2022
3. Issuer Name and Ticker or Trading Symbol
Rubicon Technologies, Inc. [ RBT ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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)
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 A common stock 740,000(1) I By MBI Holdings LP(1)(7)
Class A common stock 140,000(2) I By Bolis Holdings LP(2)(7)
Class A common stock 150,000(3) I By DGR Holdings LP(3)(7)
Class A common stock 150,000(4) I By Pequeno Holdings LP(4)(7)
Class V common stock(5) 10,513,712 I By MBI Holdings LP(1)(7)
Class V common stock(5) 9,952,755 I By GFAPCH FO, S.C.(6)(7)
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 Units(5) (5) (5) Class A common stock 10,513,712 (5) I By MBI Holdings LP(7)
Class B Units(5) (5) (5) Class A common stock 9,952,755 (5) I By GFAPCH FO, S.C.(6)(7)
Explanation of Responses:
1. MBI Holdings LP ("MBI") acquired shares of Class A ordinary shares, par value $0.0001 per share, of Founder SPAC (the "Founder Shares") prior to the closing of the Issuer's Business Combination on August 15, 2022. Following the closing of the Issuer's Business Combination, Founder SPAC was renamed Rubicon Technologies, Inc. and the Founder Shares were converted on a one-to-one basis into shares of Class A common stock, par value $0.0001 per share, of the Issuer ("Class A Common Stock"). MBI disclaims beneficial ownership over the securities reported herein, except to the extent of its pecuniary interest therein, if any.
2. Bolis Holdings LLC ("Bolis LLC") is the general partner of Bolis LP ("Bolis LP"). Bolis LP acquired Founder Shares prior to the closing of the Issuer's Business Combination on August 15, 2022. Following the closing of the Issuer's Business Combination, Founder SPAC was renamed Rubicon Technologies, Inc. and the Founder Shares were converted on a one-to-one basis into shares of Class A Common Stock of the Issuer.
3. DGR Holdings LLC ("DGR LLC") is the general partner of DGR LP ("DGR LP"). DGR LP acquired Founder Shares prior to the closing of the Issuer's Business Combination on August 15, 2022. Following the closing of the Issuer's Business Combination, Founder SPAC was renamed Rubicon Technologies, Inc. and the Founder Shares were converted on a one-to-one basis into shares of Class A Common Stock of the Issuer.
4. Pequeno Holdings LLC ("Pequeno LLC") is the general partner of Pequeno LP ("Pequeno LP"). Pequeno LP acquired Founder Shares prior to the closing of the Issuer's Business Combination on August 15, 2022. Following the closing of the Issuer's Business Combination, Founder SPAC was renamed Rubicon Technologies, Inc. and the Founder Shares were converted on a one-to-one basis into shares of Class A Common Stock of the Issuer.
5. Shares of Class V Common Stock, par value $0.0001 per share ("Class V Common Stock") represent a voting interest in the issuer on all matters on which stockholders generally are entitled to vote, but do not represent an economic interest in the issuer, as described further in the Certificate of Incorporation of the issuer. Class B Units of Rubicon Technologies Holdings, LLC ("Class B Units"), a subsidiary of the issuer, are exchangeable into cash and/or Class A Common Stock of the issuer on a one-for-one basis (subject to adjustment) pursuant to the Eighth Amended and Restated Limited Liability Company Agreement of Rubicon Technologies Holdings, LLC. Upon exchange of a Class B Unit, a corresponding share of Class V Common Stock held by such exchanging holder will be automatically cancelled by the issuer for no consideration.
6. GFAPCH FO, S.C., a Mexican corporation ("GFAPCH"), is the general partner of each of RUBCN Holdings LP ("RUBCN Holdings"), RUBCN IV LP ("RUBCN IV"), and RUBCN Holdings V LP ("RUBCN Holdings V"). GFAPCH acquired Founder Shares prior to the closing of the Issuer's Business Combination on August 15, 2022. Following the closing of the Issuer's Business Combination, Founder SPAC was renamed Rubicon Technologies, Inc. and the Class V ordinary shares, were converted on a one-to-one basis into shares of Common V Common Stock of the Issuer, through which RUBCN Holdings directly owns 5,897,164 shares of Class V Common Stock and equivalent number of Class B Units, RUBCN IV directly owns 4,055,591 shares of Class V Common Stock and equivalent number of Class B Units, and RUBCN Holdings V directly owns 7,131,512 shares of Class V Common Stock and equivalent number of Class B Units.
7. Enrich is the general partner of MBI, the sole director of each of Bolis LLC, Pequeno LLC, DGR LLC, and GFAPCH and has voting and dispositive control over such securities and may be deemed to beneficially own such securities held by MBI, GFAPCH, Bolis LP, Pequeno LP, and DGR LP. Mr. Enrich disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
/s/ Jose Miguel Enrich 09/13/2022
** 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).
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