Randy William Frankel - Feb 8, 2022 Form 3 Insider Report for Counter Press Acquisition Corp (CPAQU)

Role: Chief Executive Officer, Director, 10%+ Owner
Signature: /s/ Paul Conway
Stock symbol: CPAQU
Transactions as of: Feb 8, 2022
Transactions value $: $0
Form type: 3
Date filed: 3/9/2022, 04:13 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
holding	CPAQU	Class B ordinary shares							Feb 8, 2022	Class A ordinary shares	2.16M		See Footnote	F1, F2, F3, F4

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

Explanation of Responses:

Id	Content
F1	As described in the Issuer's registration statement on Form S-1 (File No. 333-261788) (the "Issuer's Registration Statement") under the heading "Description of Securities-Founder Shares," the shares of Class B ordinary shares, par value $0.0001 per share (the "Class B Shares") of Counter Press Acquisition Corporation (the "Issuer") will automatically convert into shares of Class A ordinary shares, par value $0.0001 per share (the "Class A Shares") of the Issuer, on the first day following the completion of the Issuer's initial business combination on a one-for-one basis, subject to certain adjustment.
F2	Counter Press Sponsor LLC (the "Sponsor") owns 2,156,250 Class B Shares, which includes up to 281,250 shares of Class B ordinary shares that are subject to forfeiture depending on the extent to which the underwriters' over-allotment option is not exercised. Such Class B Shares are convertible into Class A Shares as described under the heading "Description of Securities-Founder Shares" in the Issuer's Registration Statement.
F3	Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the reporting person is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any equity securities in excess of his pecuniary interest.
F4	Paul Conway is the co-managing member of the Sponsor and has shared voting and dispositive power over the Class B Shares directly owned by the Sponsor. Paul Conway is the Chief Executive Officer and director of the Issuer. As a result of the foregoing, Paul Conway may be deemed to beneficially own the shares held by the Sponsor. Paul Conway disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein.