ShoulderUP Technology Sponsor, LLC - 16 Nov 2021 Form 3 Insider Report for ShoulderUP Technology Acquisition Corp. (SUAC)

Role
10%+ Owner
Signature
By: /s/ Phyllis W. Newhouse, as the Managing Member of ShoulderUp Technology Sponsor LLC
Issuer symbol
SUAC
Transactions as of
16 Nov 2021
Net transactions value
$0
Form type
3
Filing time
23 Nov 2021, 20:12:45 UTC
Next filing
23 Nov 2021
SEC
View on sec.gov

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 SUAC Class B Common Stock 16 Nov 2021 Class A Common Stock 9,833,333 Direct F1, F2, F3
* 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 as described under the heading "Description of Securities - Founder Shares and Private Placement Shares" in the issuer's registration statement on Form S-1, as amended (File No. 333-260503) (the "Registration Statement"), on a one-for-one basis, subject to adjustment for stock splits, stock capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights. The shares of Class B common stock have no expiration date.
F2 The Class B common stock owned by the ShoulderUp Technology Sponsor LLC (the "Sponsor") includes up to 1,250,000 shares that are subject to forfeiture in the event the underwriters of the initial public offering of the issuer's securities do not exercise in full their over-allotment option as described in the Registration Statement.
F3 The Sponsor is the record holder of the shares reported herein. Phyllis Newhouse is the managing member of the Sponsor and may be deemed to have or share the beneficial ownership of the securities held by the Sponsor. Ms. Newhouse is also a director of and the Chief Executive Officer of the issuer. Ms. Newhouse disclaims beneficial ownership over any securities except to the extent of her pecuniary interest therein.