Kieran Goodwin - Nov 9, 2021 Form 3 Insider Report for Arena Fortify Acquisition Corp. (AFAC)

Signature
/s/ Kieran Goodwin
Stock symbol
AFAC
Transactions as of
Nov 9, 2021
Transactions value $
$0
Form type
3
Date filed
11/9/2021, 08:29 PM

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 AFAC Class B common stock Nov 9, 2021 Class A common stock 3.59M By Arena Fortify Sponsor LLC F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 As described in the issuer's registration statement on Form S-1 (File No. 333-254532) under the heading "Description of Securities-Founder Shares," the shares of Class B common stock, par value $0.0001 per share, 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, or earlier at the option of the holder, 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 have no expiration date.
F2 The shares of Class B common stock owned by the reporting person include up to 472,500 shares that are subject to forfeiture 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.
F3 The securities reported herein are held by Arena Fortify Sponsor LLC (the "Sponsor"). The reporting person is the president and manager of the Sponsor, and has sole voting and dispositive power over the securities held by the Sponsor and therefore may be deemed to have beneficial ownership of the securities held directly by the Sponsor. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.