| 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) 01/11/2021 |
3. Issuer Name and Ticker or Trading Symbol
890 5th Avenue Partners, Inc. [ ENFA ] |
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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) |
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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 common stock | (1) | (1) | Class A common stock | 6,195,040(2)(3) | (1) | I | By 200 Park Avenue Partners, LLC(3) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. As described in the issuer's registration statement on Form S-1 (File No. 333-251650) under the heading "Description of Securities - Founder Shares", the Class F common stock, par value $0.0001 per share ("Class F Common Stock"), will automatically convert into shares of Class A common stock, par value $0.0001 per share, of the issuer at the time of the issuer's initial business combination on a one-for-one basis, or earlier at the option of the holder, subject to adjustment pursuant to certain anti-dilution rights and have no expiration date. |
| 2. The Class F Common Stock beneficially owned by the reporting persons include up to 821,741 shares of Class F Common Stock that will be surrendered to the issuer without consideration to the extent 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 on Form S-1. |
| 3. The shares of Class F Common Stock are directly held by 200 Park Avenue Partners, LLC, which is the sponsor of the issuer (the "Sponsor"). Adam Rothstein is the manager of the Sponsor. As a result, Mr. Rothstein may be deemed to have voting and investment power over and thus beneficial ownership of the shares of Class F Common Stock of the issuer held directly by the Sponsor. Mr. Rothstein owns membership interests in the Sponsor, and as a result, may be deemed to have an indirect pecuniary interest in the shares of Class F Common Stock held directly by the Sponsor. Mr. Rothstein disclaims beneficial ownership of the reported shares other than to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that Mr. Rothstein is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
| Remarks: |
| Adam Rothstein is the manager the Sponsor, and serves as Executive Chairman and Director of the issuer. By virtue of its representation on the issuer's Board of Directors, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Sponsor is deemed a director by deputization of the issuer. See Exhibit 24.1 - Power of Attorney |
| /s/ Jason R. Sanderson, Attorney-in-Fact | 01/11/2021 | |
| 200 Park Avenue Partners, LLC, By: /s/ Jason R. Sanderson, Attorney-in-Fact | 01/11/2021 | |
| ** 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. | ||
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned hereby constitutes and appoints each and any of Adam Rothstein, Emiliano Calemzuk, Daniel J. Harris and Jason R. Sanderson his, her or its true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him, her or it and in his, her or its name, place and stead, in any and all capacities (until revoked in writing) to:
1. Sign any and all instruments, certificates and documents appropriate or required to be executed on behalf of the undersigned pursuant to sections 13 and 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any and all regulations promulgated thereunder (including, without limitation, any Joint Filing Agreement with respect thereto), and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission (the “SEC”), and with any other entity when and if such is mandated by the Exchange Act or by the Bylaws of the Financial Industry Regulatory Authority, Inc.;
2. prepare, execute, acknowledge, deliver and file a Form ID (including any amendments or authentications thereto) with respect to obtaining EDGAR codes, with the SEC;
3. seek or obtain, as the representative of the undersigned and on behalf of the undersigned, information on transactions in securities, from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to such attorneys-in-fact and the undersigned approves and ratifies any such release of information; and
4. perform any and all other acts which in the discretion of such attorneys-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.
The undersigned acknowledges that:
1. this Power of Attorney authorizes, but does not require, such attorneys-in-fact to act in their discretion on information provided to such attorneys-in-fact without independent verification of such information;
2. any documents prepared and/or executed by such attorneys-in-fact on behalf of any of the undersigned pursuant to this Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable;
3. the attorneys-in-fact do not assume (a) any liability for responsibility to comply with the requirements of the Exchange Act for any of the undersigned, (b) any liability for any failure to comply with such requirements for any of the undersigned, or (c) any obligation or liability for profit disgorgement under Section 16(b) of the Exchange Act for any of the undersigned; and
4. this Power of Attorney does not relieve any of the undersigned from responsibility for compliance with the undersigned’s obligations under the Exchange Act, including without limitation the reporting requirements under Sections 13 and 16 of the Exchange Act.
Each of the undersigned hereby gives and grants to the foregoing attorneys-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, with full power of substitution and revocation, hereby ratifying all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Power of Attorney. This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to such attorneys-in-fact.
[Signature page follows]
IN WITNESS WHEREOF, each of the undersigned has caused this Power of Attorney to be executed as of this 11th day of January, 2021.
| By: | /s/ Adam Rothstein | |
| Name: Adam Rothstein | ||
| 200 Park Avenue Partners, LLC | ||
| By: | /s/ Adam Rothstein | |
| Name: Adam Rothstein | ||
| Title: Manager | ||
[Signature Page to Power of Attorney]