Thomas G. Roberts Jr. - Dec 7, 2022 Form 3 Insider Report for Marblegate Acquisition Corp. (GATE)

Role
Member of a Group Owning 10%
Signature
/s/ Michael B. Fisch, as attorney-in-fact for Thomas G. Roberts Jr.
Stock symbol
GATE
Transactions as of
Dec 7, 2022
Transactions value $
$0
Form type
3
Date filed
12/16/2022, 04:18 PM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding GATE Class A common stock 150K Dec 7, 2022 Direct F1, F2, F3
holding GATE Class A common stock 150K Dec 7, 2022 See Footnotes F1, F2, F3, F5, F6

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 GATE Warrants Dec 7, 2022 Class A common stock 1.49M $11.50 Direct F1, F2, F3, F7
holding GATE Warrants Dec 7, 2022 Class A common stock 1.49M $11.50 See Footnotes F1, F2, F3, F5, F6, F7
holding GATE Class B common stock Dec 7, 2022 Class A common stock 225K Direct F1, F2, F4, F8
holding GATE Class B common stock Dec 7, 2022 Class A common stock 225K See Footnotes F1, F2, F4, F5, F6, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The entities and individuals identified in the footnotes of this Form 3 may be deemed members of a group holding equity securities of Marblegate Acquisition Corp. (the "Issuer"). The filing of this Form 3 and any statements included herein shall not be deemed to be an admission that such entities and individuals are members of such a group.
F2 Since the number of reporting persons that may be listed on a Form 3 is limited, the entities and individuals listed in these footnotes that are not reporting persons on this Form 3 are filing one or more additional Forms 3 on the date hereof as reporting persons with respect to the securities described herein (each, a "Parallel Form 3"). Information regarding these entities and individuals is included in this Form 3 for purposes of clarification and convenience only, and is duplicative of the information reported in any Parallel Form 3.
F3 The amount of securities shown in this row is owned directly by Grassland Investors, LLC ("Grassland").
F4 The amount of securities shown in this row is owned directly by Wingback Investors LLC ("Wingback").
F5 Farallon Capital Management, L.L.C. (the "Management Company"), as the manager of Grassland and Wingback, may be deemed to be a beneficial owner of the Issuer's securities held by each of Grassland and Wingback. The Management Company disclaims any beneficial ownership of any of the Issuer's securities reported or noted herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "'34 Act"), or otherwise, except to the extent of its pecuniary interest, if any.
F6 Each of Philip D. Dreyfuss, Michael B. Fisch, Richard B. Fried, Varun N. Gehani, Nicolas Giauque, David T. Kim, Michael G. Linn, Rajiv A. Patel, Thomas G. Roberts, Jr., William Seybold, Andrew J. M. Spokes, John R. Warren, and Mark C. Wehrly (collectively, the "Managing Members"), as a managing member or senior managing member, as the case may be, of the Management Company, in each case with the power to exercise investment discretion, may be deemed to be a beneficial owner of the Issuer's securities held by Grassland and Wingback. Each of the Managing Members disclaims any beneficial ownership of any of the Issuer's securities reported or noted herein for purposes of Section 16 of the '34 Act or otherwise, except to the extent of his pecuniary interest, if any.
F7 Each whole warrant of the Issuer is exercisable, pursuant to the terms thereof, for one share of Class A common stock of the Issuer on the later of 30 days after the completion of the Issuer's initial business combination and 12 months from the closing of the Issuer's initial public offering (the "IPO"). The warrants expire five years after the completion of the Issuer's initial business combination or earlier upon redemption by or liquidation of the Issuer, as described in the prospectus for the IPO.
F8 As described in and pursuant to the terms and conditions of the Issuer's certificate of incorporation, the shares of Class B common stock of the Issuer are convertible into shares of Class A common stock of the Issuer on a one-for-one basis at the time of the Issuer's initial business combination.

Remarks:

On a Form 8-K filed by the Issuer on December 7, 2022 (the "Form 8-K"), the Issuer disclosed that, in connection with the Issuer's proposal to amend its certificate of incorporation, stockholders holding 28,989,609 shares of the Issuer's Class A common stock exercised their right to redeem such shares, and that following such redemptions the Issuer will have 1,010,391 shares of Class A common stock outstanding. The reporting persons are filing this Form 3 to reflect the fact that, due solely to the redemptions reported in the Form 8-K, Grassland holds greater than 10.0% of the Class A common stock outstanding. This Form 3 does not reflect any acquisition of Class A common stock by any reporting person.