Daniel Lebensohn - Oct 4, 2021 Form 3 Insider Report for Crixus BH3 Acquisition Co (BHAC)

Role
Co-Chief Executive Officer, Director, 10%+ Owner
Signature
/s/ Brian J. Gavsie, Attorney-in-Fact
Stock symbol
BHAC
Transactions as of
Oct 4, 2021
Transactions value $
$0
Form type
3
Date filed
10/4/2021, 07:53 PM
Next filing
Oct 11, 2023

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding BHAC Class B Common Stock Oct 4, 2021 Class A Common Stock 4.14M See footnote F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The shares of Class B common stock have no expiration date and 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 as set forth in the Issuer's registration statement on Form S-1 (File No. 333-259269).
F2 Includes up to 750,000 shares subject to forfeiture depending on the extent to which the underwriters' over-allotment option is exercised, if at all, and gives effect to the sale of 1,450,758 shares to the Issuer's public anchor investors on the date hereof.
F3 The securities are held directly by Crixus BH3 Sponsor LLC, the sponsor of the issuer (the "Sponsor"). The Sponsor is controlled by BH3 Management LLC, an entity owned and controlled indirectly by the Reporting Person and Gregory Freedman. Each of the Reporting Person and Mr. Freedman indirectly share voting and dispositive power over the securities held by the Sponsor, and may be deemed to beneficially own the securities held by the Sponsor. The Reporting Person and Mr. Freedman disclaim beneficial ownership of the securities held by the Sponsor except to the extent of their pecuniary interest therein.

Remarks:

See Exhibit 24.1 - Power of Attorney