Valor Latitude LLC - Oct 28, 2022 Form 4 Insider Report for Valor Latitude Acquisition Corp. (VLAT)

Role: 10%+ Owner
Signature: /s/ J. Douglas Smith as Authorized Signatory for Valor Latitude LLC
Stock symbol: VLAT
Transactions as of: Oct 28, 2022
Transactions value $: $0
Form type: 4
Date filed: 11/1/2022, 05:43 PM
Previous filing: Mar 18, 2022

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	VLAT	Class B Ordinary Shares	Other		+11.3K	+0.36%		3.1M	Oct 28, 2022	Class A Ordinary Shares	11.3K		Direct	F1, F2, F3, F4
transaction	VLAT	Class B Ordinary Shares	Other		-75K	-2.42%		3.03M	Oct 28, 2022	Class A Ordinary Shares	75K		Direct	F1, F2, F3, F4

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

Explanation of Responses:

Id	Content
F1	The Reporting Person acquired 11,250 Class B ordinary shares of the Issuer ("Class B Shares") for no consideration in connection with the forfeiture of such Class B Shares by Phoenix SPAC Holdco LLC. The Reporting Person also disposed of, collectively, 75,000 Class B Shares for no consideration through an assignment and transfer to (i) the Issuer's two new board members, Messrs. Ricardo Knoepfelmacher and John G. Bruno, in connection with their starting in such roles, and (ii) Messrs. Carlos Costa and Joao Camaro and Ms. Isadora Benedini, in connection with their roles with the Reporting Person as dedicated members of its team.
F2	The Class B Shares will automatically convert into Class A ordinary shares of the Issuer ("Class A Shares") at a ratio of no less than one-to-one on the first business day following the consummation of the Issuer's initial business combination, with the actual conversion rate as described in the section entitled "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-254159) filed with the Securities and Exchange Commission on April 19, 2021. The Class B Shares have no expiration date.
F3	Valor Latitude LLC is the record holder of these shares, and Valor Latitude LLC is controlled by a board of managers consisting of Clifford M. Sobel, J. Douglas Smith and Mario Mello. Each manager of Valor Latitude LLC has one vote, and the approval of two of the three members of the board of managers is required to approve an action of Valor Latitude LLC. Under the so-called "rule of three," if voting and dispositive decisions regarding an entity's securities are made by two or more individuals, and a voting and dispositive decision requires the approval of a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity's securities. This is the situation with regard to Valor Latitude LLC.
F4	Based upon the foregoing analysis, no individual manager of Valor Latitude LLC exercises voting or dispositive control over any of the securities held by Valor Latitude LLC even those in which he directly holds a pecuniary interest. Accordingly, none of them will be deemed to have or share beneficial ownership of such shares and, for the avoidance of doubt, each expressly disclaims any such beneficial interest to the extent of any pecuniary interest he may have therein, directly or indirectly.