James N. Hauslein - Aug 12, 2021 Form 3 Insider Report for Jupiter Acquisition Corp (JAQC)

Role
Chairman, CEO and CFO, Director, 10%+ Owner
Signature
/s/ Alan I. Annex, Attorney-in-Fact
Stock symbol
JAQC
Transactions as of
Aug 12, 2021
Transactions value $
$0
Form type
3
Date filed
8/12/2021, 09:37 PM
Next filing
Aug 17, 2021

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 JAQC Class B common stock Aug 12, 2021 Class A common stock 3.1M See footnote F1, F2, F3
holding JAQC Class B common stock Aug 12, 2021 Class A common stock 900K See footnote F1, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment as set forth in the Issuer's registration statement on Form S-1 (File No. 333-248411) and have no expiration date.
F2 Includes up to 490,865 shares subject to forfeiture by Jupiter Founders LLC (the "Sponsor") depending on the extent to which the underwriters' over-allotment option to purchase additional units is exercised.
F3 The shares are held directly by the Sponsor and indirectly by James N. Hauslein as the manager of the Sponsor. Certain of the Issuer's other directors and officers hold economic interests in the Sponsor and pecuniary interests in certain of the securities held by the Sponsor. Each of Mr. Hauslein and such other directors and officers disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
F4 The shares are held directly by Jupiter Founders Subsidiary LLC (the "Sponsor Subsidiary") and indirectly by each of the Sponsor, as the managing member of the Sponsor Subsidiary, and Mr. Hauslein, as the manager of the Sponsor. Each of the Sponsor and Mr. Hauslein disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein.

Remarks:

See Exhibit 24.1 - Power of Attorney