Nicholas J. Singer - May 6, 2022 Form 4 Insider Report for OTR Acquisition Corp. (OTRA)

Role: Chief Executive Officer, Director, 10%+ Owner
Signature: /s/ Nicholas Jason Singer
Stock symbol: OTRA
Transactions as of: May 6, 2022
Transactions value $: $0
Form type: 4
Date filed: 5/10/2022, 08:52 AM
Next filing: May 20, 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	OTRA	Class B Common Stock	Other	$0	-884K	-33.85%	$0.00	1.73M	May 6, 2022	Class A Common Stock	884K		See Footnote	F1, F2, F3
transaction	OTRA	Warrants	Other	$0	-5.06M	-86.89%	$0.00	763K	May 6, 2022	Class A Common Stock	5.06M	$11.50	Direct	F2, F4

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

Explanation of Responses:

Id	Content
F1	As described in the OTR Acquisition Corp.'s registration statement on Form S-1 (File No. 333-248093) under the heading "Description of Securities," the Class B common stock, par value U.S. $0.0001 per share, of the issuer (the "Founder Shares") will automatically convert into Class A common stock of the issuer at the time of the issuer's initial business combination or earlier at the option of the holders thereof, on a one-for-one basis, subject to certain adjustments described therein, and have no expiration date.
F2	On May 6, 2022, OTR Acquisition Sponsor LLC (the "Sponsor") transferred an aggregate of 1,305,920 shares of Class B common stock, par value U.S. $0.0001 per share, of OTR Acquisition Corp. ("Founder Shares") and 5,817,757 warrants previously held by the Sponsor to certain members of the Sponsor, including 421,759 Founder Shares and 762,634 warrants to the reporting person.
F3	Includes (i) 421,759 Founder Shares held directly by the reporting person, (ii) 1,305,918 Founder Shares held directly by the reporting person. The reporting person is a managing member of the Sponsor. As such, the reporting person may be deemed to have beneficial ownership of such shares. The reporting person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
F4	The warrants are not exercisable until 30 days after the issuer's initial business combination and expire five years from the consummation of the issuer's initial business combination.