Primavera Capital Acquisition LLC - Dec 14, 2022 Form 4 Insider Report for Primavera Capital Acquisition Corp. (PV)

Role
10%+ Owner
Signature
By: /s/ Tong Chen, authorized signatory for Primavera Capital Acquisition LLC
Stock symbol
PV
Transactions as of
Dec 14, 2022
Transactions value $
$0
Form type
4
Date filed
12/16/2022, 03:17 PM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction PV Ordinary Shares Conversion of derivative security +11M 11M Dec 14, 2022 See Footnotes F1, F6
transaction PV Ordinary Shares Disposed to Issuer -6.01M -54.6% 5M Dec 14, 2022 See Footnotes F2, 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
transaction PV Class B Ordinary Shares Conversion of derivative security -11M -100% 0 Dec 14, 2022 Ordinary Shares 11M See Footnotes F1, F6
transaction PV Private Placement Warrants Disposed to Issuer -10.3M -100% 0 Dec 14, 2022 Ordinary Shares 10.3M See Footnotes F2, F3, F4, F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Primavera Capital Acquisition LLC is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 The Class B ordinary shares were cancelled and, in exchange, the holder(s) thereof was entitled to receive ordinary shares of Lanvin Group Holdings Limited on a one-for-one basis upon the consummation of the Issuer's initial business combination on December 14, 2022 (the "Initial Business Combination").
F2 The reporting person forfeited 6,014,375 shares in connection with the closing of the Initial Business Combination pursuant to that certain letter agreement, dated December 2, 2022, by and among the Issuer, the Sponsor (as defined below) and the other parties thereto.
F3 Each Private Placement Warrant is exercisable to purchase one Class A ordinary share of the Issuer at an exercise price of $11.50 per share.
F4 As described in the Issuer's Registration Statement on Form S-1/A (File No. 333-252917) filed with the Securities and Exchange Commission on January 15, 2021 (the "Registration Statement"), the Private Placement Warrants are identical to the warrants sold in connection with the Issuer's initial public offering ("IPO"), except that the Private Placement Warrants, so long as they are held by Primavera Capital Acquisition LLC (the "Sponsor") or its permitted transferees, (i) are not redeemable by the Issuer, (ii) may not (including the Class A ordinary shares of the Issuer issuable upon exercise of such warrants), subject to certain limited exceptions, be transferred, assigned or sold by until 30 days after the completion of the Issuer's Initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) are entitled to registration rights.
F5 The reporting person disposed of all Private Placement Warrants upon the consummation of the Issuer's Initial Business Combination, which were automatically exchanged into corresponding warrants exercisable for ordinary shares of Lanvin Group Holdings Limited.
F6 Fred Hu is the sole manager of the Sponsor and has sole voting and investment power with respect to the ordinary shares held by the Sponsor. Mr. Hu disclaims beneficial ownership of the ordinary shares held by the Sponsor except to the extent of his pecuniary interest therein.

Remarks:

Exhibit 99 - Joint Filer Statement