James N. Hauslein - Apr 20, 2023 Form 4 Insider Report for Jupiter Acquisition Corp (JAQC)

Role: Chairman, President and CEO, Director, 10%+ Owner
Signature: /s/ Alan I. Annex, Attorney-in-Fact
Stock symbol: JAQC
Transactions as of: Apr 20, 2023
Transactions value $: $0
Form type: 4
Date filed: 4/24/2023, 06:16 PM
Previous filing: Aug 26, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	JAQC	Class A common stock	Conversion of derivative security		+2.78M	+642.4%		3.21M	Apr 20, 2023	See footnote	F1, F2, F3
transaction	JAQC	Class A common stock	Conversion of derivative security		+900K			900K	Apr 20, 2023	See footnote	F1, F4

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	JAQC	Class B common stock	Conversion of derivative security		-2.78M	-100%		0	Apr 20, 2023	Class A common stock	2.78M		See footnote	F1, F3
transaction	JAQC	Class B common stock	Conversion of derivative security		-900K	-100%		0	Apr 20, 2023	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. On April 20, 2023, Jupiter Founders LLC (the "Sponsor") exercised its right to convert 2,778,841 shares of Class B common stock held directly into 2,778,841 shares of Class A common stock on a one-for-one basis and 900,000 shares of Class B common stock held indirectly into 900,000 shares of Class A common stock on a one-for-one basis.
F2	Includes 432,575 Shares of Class A common stock included in the Private Placement Units held directly by the Sponsor.
F3	The securities 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.