Tarek Tabsh - Feb 27, 2023 Form 4 Insider Report for Relativity Acquisition Corp (RACY)

Role: Chief Executive Officer, Director, 10%+ Owner
Signature: /s/ Tarek Tabsh, Manager, on behalf of Relativity Acquisition Sponsor LLC
Stock symbol: RACY
Transactions as of: Feb 27, 2023
Transactions value $: $0
Form type: 4
Date filed: 3/1/2023, 01:04 PM
Previous filing: Feb 17, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	RACY	Class A Common Stock	Conversion of derivative security		+2.5M	+382.47%		3.15M	Feb 27, 2023	See footnote	F1, F2, F3

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	RACY	Class B Common Stock	Conversion of derivative security		-2.5M	-100%		1	Feb 27, 2023	Class A Common Stock	2.5M		See footnote	F1, 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 of the issuer, par value $0.0001 per share ("Class B Common Stock"), are convertible into an equal number of shares of Class A common stock of the issuer, par value $0.0001 per share ("Class A Common Stock"), and have no expiration date. On February 27, 2023, Relativity Acquisition Sponsor LLC (the "Sponsor") elected to convert 3,033,905 shares of their Class B Common Stock into shares of Class A Common Stock. After such conversion, the Sponsor held 3,033,905 shares of Class A Common Stock and one share of Class B Common Stock. The Sponsor then transferred 533,525 shares of Class A Common Stock to certain members of the Sponsor. Subsequent to those transfers, the Sponsor holds 2,500,380 shares of Class A Common Stock and one share of Class B Common Stock.
F2	Includes 653,750 shares of Class A Common Stock underlying private placement units (each unit consisting of one share of Class A Common Stock and one redeemable warrant, each whole warrant exercisable to purchase one share of Class A Common Stock) held by the Sponsor, acquired in connection with the issuer's initial public offering. Does not include one share of Class B Common Stock held by the Sponsor, which will automatically convert into one share of Class A Common Stock 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.
F3	The securities reported herein are held of record by the Sponsor. Tarek Tabsh, the Chief Executive Officer and a director of the issuer, is the managing member of the Sponsor and has voting and investment discretion with respect to the securities held by the Sponsor. As such, Mr. Tabsh may be deemed to possess beneficial ownership of the securities held directly by the Sponsor. Mr. Tabsh disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest he may have therein, directly or indirectly.