Shawn Henry - Nov 19, 2021 Form 3 Insider Report for ShoulderUP Technology Acquisition Corp. (SUAC)

Role: Director
Signature: By: /s/ Shawn Henry
Stock symbol: SUAC
Transactions as of: Nov 19, 2021
Transactions value $: $0
Form type: 3
Date filed: 11/23/2021, 08:45 PM
Previous filing: Nov 12, 2021
Next filing: Nov 26, 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	SUAC	Class B Common Stock							Nov 19, 2021	Class A Common Stock	10.5M		By ShoulderUp Technology Sponsor LLC	F1, F2

* 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 is held directly by ShoulderUp Technology Sponsor LLC (the "Sponsor"). Shawn Henry is a member of the Sponsor, which entitles him to participate in any economic return of the Sponsor in accordance with terms of the Sponsor's operating agreement. Accordingly, Mr. Henry has an indirect ownership interest in the shares of Class B Common Stock held by the Sponsor, subject to the interests of the other members. Mr. Henry does not have voting or dispositive control over the shares of Class B Common Stock held by the Sponsor and disclaims beneficial ownership in the shares of Class B Common Stock except to the extent of his pecuniary interest therein.

Content

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.

The Class B Common Stock is held directly by ShoulderUp Technology Sponsor LLC (the "Sponsor"). Shawn Henry is a member of the Sponsor, which entitles him to participate in any economic return of the Sponsor in accordance with terms of the Sponsor's operating agreement. Accordingly, Mr. Henry has an indirect ownership interest in the shares of Class B Common Stock held by the Sponsor, subject to the interests of the other members. Mr. Henry does not have voting or dispositive control over the shares of Class B Common Stock held by the Sponsor and disclaims beneficial ownership in the shares of Class B Common Stock except to the extent of his pecuniary interest therein.