Accelerate Acquisition Sponsor LLC - Dec 23, 2022 Form 4 Insider Report for Accelerate Acquisition Corp. (AAQC)

Role: 10%+ Owner
Signature: Accelerate Acquistion Sponsor LLC /s/ Robert Nardelli By: Robert Nardelli Title: Chairman and Chief Executive Officer
Stock symbol: AAQC
Transactions as of: Dec 23, 2022
Transactions value $: $0
Form type: 4
Date filed: 12/27/2022, 03:33 PM

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	AAQC	Class B common stock	-Disposed to Issuer	$0	-9,850,000	-100%	$0.00	0	Dec 23, 2022	Class A common stock	9,850,000		Direct	F1, F2, F3

Accelerate Acquisition Sponsor LLC is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	As described in the registration statement on Form S-1 (File No. 333-253764) under the heading "Description of Securities--Founder Shares", the shares of Class B common stock, par value $0.0001 per share, of Accelerate Acquisition Corp. (the "Issuer") would have automatically converted into shares of Class A common stock, par value $0.0001 per share, of the Issuer at the time of the Issuer's initial business combination, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.
F2	This Form 4 reflects the surrender to the Issuer of 9,850,000 Class B Shares for no consideration by the Reporting Person pursuant to the Share Forfeiture Letter, dated December 15, 2022 by and between the Issuer and the Reporting Person.
F3	Accelerate Acquisition Sponsor LLC (the "Sponsor") is the record holder of the shares reported herein. The Sponsor is managed by a board of managers consisting of Robert Nardelli, Michael Simoff and Jeffrey Kaplan. Any action by the Sponsor with respect to the Issuer or the shares of Class B common stock, including voting and dispositive decisions, requires a majority vote of the managers of the board of managers. Under the so-called "rule of three," because voting and dispositive decisions are made by a majority of the Sponsor's managers, none of the managers of the Sponsor is deemed to be a beneficial owner of the Sponsor's securities, even those in which such manager holds a pecuniary interest.