Brian John - Dec 6, 2021 Form 3 Insider Report for Jupiter Wellness Acquisition Corp. (JWACU)

Role: Chief Executive Officer, Director, 10%+ Owner
Signature: /s/ Brian S. John
Stock symbol: JWACU
Transactions as of: Dec 6, 2021
Transactions value $: $0
Form type: 3
Date filed: 12/13/2021, 11:50 AM
Previous filing: Nov 29, 2021
Next filing: Dec 13, 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	JWACU	Class B Common Stock							Dec 6, 2021	Class A Common Stock	3.45M		See	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	As described in the registrant's registration statement on Form S-1 (File No. 333- 260667) under the heading "Description of Securities-Founder Shares," the shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the registrant's initial business combination on a one-for-one basis, subject to certain adjustments described therein and have no expiration date.
F2	These shares of Class B common stock are held by Jupiter Wellness Sponsor LLC, acquired pursuant to a subscription agreement dated as of September 20, 2021 by and among Jupiter Wellness Sponsor LLC and the registrant. Brian S. John, the Chief Executive Officer of the registrant, is the sole manager of Jupiter Wellness Sponsor LLC. Mr. John has sole voting and dispositive control over the shares held by Jupiter Wellness Sponsor LLC and may be deemed the beneficial owner of such shares. These shares include an aggregate of 375,000 shares that are subject to forfeiture to the extent that the underwriters do not exercise their over-allotment option in connection with the registrant's initial public offering in full. Mr. John disclaims any such beneficial ownership except to the extent of his pecuniary interest.

Content

As described in the registrant's registration statement on Form S-1 (File No. 333- 260667) under the heading "Description of Securities-Founder Shares," the shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the registrant's initial business combination on a one-for-one basis, subject to certain adjustments described therein and have no expiration date.

These shares of Class B common stock are held by Jupiter Wellness Sponsor LLC, acquired pursuant to a subscription agreement dated as of September 20, 2021 by and among Jupiter Wellness Sponsor LLC and the registrant. Brian S. John, the Chief Executive Officer of the registrant, is the sole manager of Jupiter Wellness Sponsor LLC. Mr. John has sole voting and dispositive control over the shares held by Jupiter Wellness Sponsor LLC and may be deemed the beneficial owner of such shares. These shares include an aggregate of 375,000 shares that are subject to forfeiture to the extent that the underwriters do not exercise their over-allotment option in connection with the registrant's initial public offering in full. Mr. John disclaims any such beneficial ownership except to the extent of his pecuniary interest.