Donnally James O - 02 Oct 2024 Form 3/A - Amendment Insider Report for Innventure, Inc. (INV)

Role
Director
Signature
/s/ Suzanne Niemeyer, Attorney-In-Fact
Issuer symbol
INV
Transactions as of
02 Oct 2024
Net transactions value
$0
Form type
3/A - Amendment
Filing time
24 Apr 2025, 16:05:16 UTC
Date Of Original Report
02 Oct 2024
Next filing
11 Dec 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding INV Common Stock 711,717 02 Oct 2024 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 Received by the Glockner Family Venture Fund (the "Glockner Fund") in connection with the business combination (the "Business Combination") in accordance with the terms of the business combination agreement (as amended and supplemented or otherwise modified), dated as of October 24, 2023, by and among Learn CW Investment Corporation, a Cayman Islands exempted company ("Learn CW"), Innventure LLC, a Delaware limited liability company ("Innventure"), Learn SPAC HoldCo, Inc., a Delaware corporation and direct, wholly-owned subsidiary of Learn CW ("Holdco"), LCW Merger Sub, Inc., a Delaware corporation and direct, wholly-owned subsidiary of Holdco, and Innventure Merger Sub, LLC, a Delaware limited liability company and direct, wholly-owned subsidiary of Holdco, which closed on October 2, 2024 (the "Closing Date").
F2 At the Closing Date, the Reporting Person acquired these shares in exchange for the ownership interests of Innventure held immediately prior to the closing of the Business Combination, which were automatically converted into a number of shares of the Issuer's common stock, par value $0.0001 per share ("Common Stock").
F3 These shares of Common Stock are held directly by the Glockner Fund. The Reporting Person is a 25% owner of the Glockner Fund and is a 25% owner and the Managing Member of Bellringer Consulting Group, LLC, the general partner of the Glockner Fund. The Reporting Person has no authority over the Glockner Fund's decision-making with respect to equity or debt investments in the Issuer and disclaims beneficial ownership of the shares reported herein except to the extent of his pecuniary interest therein, if any. The inclusion of these shares in this report shall not be deemed an admission that the Reporting Person is a beneficial owner of the securities reported in this filing for purposes of Section 16 of the Securities Exchange Act of 1934.

Remarks:

This Form 3/A (this "Amendment") is being filed to supplement the original Form 3 filed on October 2, 2024 (the "Original Form 3") to correct the inadvertent omission of the reporting person's pecuniary interest in certain securities issued in connection with the closing of the Business Combination. All other information in the Original Form 3 remains accurate.