Jupiter Founders LLC - Apr 20, 2023 Form 4 Insider Report for Jupiter Acquisition Corp (JAQC)

Role
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, 06:17 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 Direct 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 Direct 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.