Marblegate Acquisition LLC - Oct 5, 2021 Form 4 Insider Report for Marblegate Acquisition Corp. (GATE)

Role: 10%+ Owner
Signature: By: /s/ Andrew Milgram, a managing partner of Marblegate Asset Management, LLC, the managing member of Marblegate Acquisition LLC
Stock symbol: GATE
Transactions as of: Oct 5, 2021
Transactions value $: $6,095,052
Form type: 4
Date filed: 10/7/2021, 07:21 PM
Previous filing: Sep 30, 2021
Next filing: Nov 17, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	GATE	Class A Common Stock	Purchase	$6.1M	+610K		$10.00	610K	Oct 5, 2021	Direct	F1, F2

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
transaction	GATE	Class B Common Stock	Other	-$4.95K	-2.47M	-20.95%	$0.00^*	9.34M	Oct 5, 2021	Class A Common Stock	2.47M		Direct	F2, F3, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Consists of 610,000 placement units purchased by Marblegate Acquisition LLC (the "Sponsor") for $10.00 per unit in a private placement transaction with the registrant. Each such unit consists of one share of Class A common stock and one-half of one warrant. Each whole warrant entitles the holder thereof to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment.
F2	The Sponsor is the record holder of the securities reported herein. Marblegate Asset Management, LLC ("MAM") is the managing member of the Sponsor and each of Andrew Milgram and Paul Arrouet are managing partners of MAM. Messrs. Milgram and Arrouet may be deemed to have shared beneficial ownership of the shares held by the Sponsor by virtue of their control over the Sponsor, as managing partners of the Sponsor's managing member. Messrs. Milgram and Arrouet each disclaims beneficial ownership of the common stock held by the Sponsor other than to the extent of his pecuniary interest in such shares.
F3	As described in the registrant's registration statement on Form S-1 (File No. 333-259422) 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 registrant's initial business combination on a one-for-one basis, subject to certain adjustments described therein and have no expiration date.
F4	In connection with the closing of the registrant's initial public offering, the Sponsor transferred these shares to various anchor investors pursuant to investment agreements by and among the registrant, the Sponsor and each anchor investor as described in the registrant's registration statement on Form S-1 (File No. 333-259422) under the heading "Summary - The Offering - Expressions of Interest."