CWAM LC Sponsor LLC - 02 Oct 2024 Form 4 Insider Report for Learn CW Investment Corp

Role
Other*, 10%+ Owner
Signature
By: ABF Manager, LLC, its Manager, By: /s/ Adam Fisher, Sole Member
Issuer symbol
N/A
Transactions as of
02 Oct 2024
Net transactions value
$0
Form type
4
Filing time
04 Oct 2024, 21:38:51 UTC
Previous filing
15 Oct 2021
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction LCW Class A Ordinary Shares Disposed to Issuer -770,000 -100% 0 02 Oct 2024 Direct F1

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 LCW Class B Ordinary Shares Disposed to Issuer $0 -4,880,000 -100% $0.000000 0 02 Oct 2024 Class A Ordinary Shares 4,880,000 Direct F1, F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

CWAM LC Sponsor LLC is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Pursuant to the Business Combination Agreement dated October 24, 2023, on October 2, 2024, the Issuer consummated its initial business combination with Innventure, Inc., f/k/a Learn SPAC HoldCo, Inc. ("Holdco"), with the Issuer surviving as a subsidiary of Holdco (the "Closing"). At the Closing, these securities were automatically surrendered and cancelled and converted into the right to receive shares of Holdco's common stock on a one-for-one basis.
F2 Amount has been adjusted to reflect the forfeiture of 750,000 Class B ordinary shares for no further consideration at the Closing pursuant to the Sponsor Support Agreement dated October 24, 2023, which forfeiture is exempt from Section 16 pursuant to Rule 16b-6(d) and Rule 16a-4(d) promulgated under the Securities Exchange Act of 1934, as amended.

Remarks:

Each of Adam Fisher, Alan Howard and Robert Hutter served on the Issuer's Board of Directors (the "Board") as a representative of CWAM LC Sponsor LLC (the "Sponsor"). By virtue of their representation on the Board, for purposes of Section 16, the Sponsor may be deemed to be a director of the Issuer by deputization of Adam Fisher, Alan Howard and Robert Hutter.