Elizabeth Downey - Feb 14, 2022 Form 3 Insider Report for QualTek Services Inc. (QTEKQ)

Role
Chief Administrative Officer
Signature
/s/ Michael B. Williams, Power of Attorney for Elizabeth Downey
Stock symbol
QTEKQ
Transactions as of
Feb 14, 2022
Transactions value $
$0
Form type
3
Date filed
2/24/2022, 07:39 PM
Next filing
May 23, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding QTEKQ Class B Common Stock 167K Feb 14, 2022 See footnote 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
holding QTEKQ Class A Units Feb 14, 2022 Class A Common Stock 167K $0.00 See footnote F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The securities reported on this Form 3 are held by QualTek Management. Christopher S. Hisey, the Chief Executive Officer of the Registrant, is the managing member of QualTek Management and as such could be deemed to have voting and dispositive power with respect to the shares held by QualTek Management.
F2 Represents units in QualTek Management HoldCo, LLC ("QualTek Management"). Each unit in QualTek Management is exchangeable for one common unit in QualTek HoldCo, LLC ("QualTek HoldCo") and one share of Class B Common Stock of QualTek Services Inc. (the "Registrant"), subject to customary adjustments. Pursuant to the Third Amended and Restated Limited Liability Company Agreement, dated February 14, 2022 (the "Third A&R LLCA"), by and among the Registrant and the other parties thereto, each common unit in QualTek HoldCo (together with one share of Class B Common Stock of the Registrant for every common unit) is exchangeable for one share of Class A common stock of the Registrant. Upon exchange of common units of QualTek Holdco, an equal number of shares of Class B Common Stock of the Registrant will be delivered to the Registrant and cancelled for no consideration.
F3 Pursuant to the Third A&R LLCA, QualTek HoldCo's common units held by the reporting person are not exchangeable for the Registrant's Class A common stock until the expiration or waiver of certain lock-up periods.

Remarks:

Exhibit 24.1 - Power of Attorney