UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
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 control number. |
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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Class B Common Stock | (1) | (1) | Class A Common Stock | 7,187,500 (2) (3) (4) | $ (1) | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Experience Sponsor LLC 100 ST. PAUL ST., SUITE 800 DENVER, CO 80206 |
X | |||
RESNICK ERIC CHARLES 100 ST. PAUL ST., SUITE 800 DENVER, CO 80206 |
X |
/s/ Eric C. Resnick, as managing member of KSL Capital Partners V GP, LLC, the general partner of each of KSL Capital Partners V, L.P., KSL Capital Partners V-A, L.P., KSL Capital Partners V TE, L.P., KSL Capital Partners V TE-A, L.P., and | 09/12/2019 | |
**Signature of Reporting Person | Date | |
KSL Capital Partners V FF, L.P., the owners of Steele ExpCo Holdings, LLC, the managing member of Experience Sponsor LLC | 09/12/2019 | |
**Signature of Reporting Person | Date | |
/s/ Eric C. Resnick | 09/12/2019 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | As described in the issuer's registration statement on Form S-1 (File No. 333-233430) under the heading "Description of Securities--Founder Shares", the shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the issuer's initial business combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and has no expiration date. |
(2) | These shares represent Class B common stock held by Experience Sponsor LLC, acquired pursuant to a subscription agreement by and between Experience Sponsor LLC and the issuer. The Class B common stock owned by the reporting person includes up to 937,500 shares that are subject to forfeiture in the event the underwriters of the initial public offering of the issuer's securities do not exercise in full their over-allotment option as described in the issuer's registration statement. |
(3) | Steele ExpCo Holdings, LLC is the managing member of Experience Sponsor LLC and has voting and investment discretion with respect to the common stock held of record by Experience Sponsor LLC. KSL Capital Partners V, L.P., KSL Capital Partners V-A, L.P., KSL Capital Partners V TE, L.P., KSL Capital Partners V TE-A, L.P. and KSL Capital Partners V FF, L.P. have voting and investment discretion with respect to Steele ExpCo Holdings LLC. KSL Capital Partners V GP, LLC is the general partner of KSL Capital Partners V, L.P., KSL Capital Partners V-A, L.P., KSL Capital Partners V TE, L.P., KSL Capital Partners V TE-A, L.P. and KSL Capital Partners V FF, L.P. and has voting and investment for each entity, respectively. |
(4) | Mr. Resnick is the managing member of KSL Capital Partners V GP, LLC. and has the voting and dispositive power of the securities held by the Sponsor. Accordingly, Mr. Resnick may be deemed to have or share beneficial ownership of such shares. Each such person or entity disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. |