Key facts
- This page summarizes Valor Latitude LLC's Form 4 filing for Valor Latitude Acquisition Corp..
- 2 reported transactions and 2 derivative rows are listed below.
- Accepted by SEC: 01 Nov 2022, 17:43.
Valor Latitude LLC - 28 Oct 2022 Form 4 Insider Report for Valor Latitude Acquisition Corp.
- Reporting relationship
- 10%+ Owner
- Issuer ticker
- N/A
- Reported as of
- 28 Oct 2022
- Net transaction value
- $0
- SEC form
- 4
- Accepted by SEC
- 01 Nov 2022, 17:43:45 UTC
- Prior SEC filing
- 18 Mar 2022
- Source filing
- View source filing
- Reporting owner signature
- /s/ J. Douglas Smith as Authorized Signatory for Valor Latitude LLC
Source evidence
Original filing metadata and source links for verification.
4 source fields
Reporting owner
1 detail
Key filing fact
Valor Latitude LLC filed Form 4 for Valor Latitude Acquisition Corp. on 01 Nov 2022.
Change
- Previous filing in this sequence was filed on 18 Mar 2022.
- Current net transaction value: $0.
Research use
- This tells you what this filing adds before you inspect full transaction and derivative tables.
- You can trace every row back to the original SEC filing document.
Evidence
Filed on Form 4
View source filing
Ownership activity is grounded in SEC Form 4 disclosures.
Reported derivative securities
Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.
VLAT
transaction
Derivative
Class B Ordinary Shares
Other
- Transaction value
- Shares
- +11,250
- Change %
- +0.36%
- Price
- Shares after
- 3,104,761
- Date
- 28 Oct 2022
- Ownership
- Direct
- Underlying class
- Class A Ordinary Shares
- Underlying amount
- 11,250
- Exercise price
- Footnotes
- F1, F2, F3, F4
VLAT
transaction
Derivative
Class B Ordinary Shares
Other
- Transaction value
- Shares
- -75,000
- Change %
- -2.4%
- Price
- Shares after
- 3,029,761
- Date
- 28 Oct 2022
- Ownership
- Direct
- Underlying class
- Class A Ordinary Shares
- Underlying amount
- 75,000
- Exercise price
- Footnotes
- F1, F2, F3, F4
* marks a reported price that did not pass the local price check.
Additional SEC filing notes
Filing notes and footnotes
Explanation of responses 4 footnotes
Footnote F1
The Reporting Person acquired 11,250 Class B ordinary shares of the Issuer ("Class B Shares") for no consideration in connection with the forfeiture of such Class B Shares by Phoenix SPAC Holdco LLC. The Reporting Person also disposed of, collectively, 75,000 Class B Shares for no consideration through an assignment and transfer to (i) the Issuer's two new board members, Messrs. Ricardo Knoepfelmacher and John G. Bruno, in connection with their starting in such roles, and (ii) Messrs. Carlos Costa and Joao Camaro and Ms. Isadora Benedini, in connection with their roles with the Reporting Person as dedicated members of its team.
Footnote F2
The Class B Shares will automatically convert into Class A ordinary shares of the Issuer ("Class A Shares") at a ratio of no less than one-to-one on the first business day following the consummation of the Issuer's initial business combination, with the actual conversion rate as described in the section entitled "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-254159) filed with the Securities and Exchange Commission on April 19, 2021. The Class B Shares have no expiration date.
Footnote F3
Valor Latitude LLC is the record holder of these shares, and Valor Latitude LLC is controlled by a board of managers consisting of Clifford M. Sobel, J. Douglas Smith and Mario Mello. Each manager of Valor Latitude LLC has one vote, and the approval of two of the three members of the board of managers is required to approve an action of Valor Latitude LLC. Under the so-called "rule of three," if voting and dispositive decisions regarding an entity's securities are made by two or more individuals, and a voting and dispositive decision requires the approval of a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity's securities. This is the situation with regard to Valor Latitude LLC.
Footnote F4
Based upon the foregoing analysis, no individual manager of Valor Latitude LLC exercises voting or dispositive control over any of the securities held by Valor Latitude LLC even those in which he directly holds a pecuniary interest. Accordingly, none of them will be deemed to have or share beneficial ownership of such shares and, for the avoidance of doubt, each expressly disclaims any such beneficial interest to the extent of any pecuniary interest he may have therein, directly or indirectly.