Sec Form 4 Filing - Platinum Eagle Acquisition LLC @ Platinum Eagle Acquisition Corp. - 2019-03-13

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Platinum Eagle Acquisition LLC
2. Issuer Name and Ticker or Trading Symbol
Platinum Eagle Acquisition Corp. [ EAGL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
See Remarks
(Last) (First) (Middle)
C/O PLATINUM EAGLE ACQUISITION CORP., 2121 AVENUE OF THE STARS, SUITE 2300
3. Date of Earliest Transaction (MM/DD/YY)
03/13/2019
(Street)
LOS ANGELES, CA90067
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock ( 1 ) 03/13/2019 J( 2 ) 4,068,750 ( 1 ) ( 1 ) Class A Common Stock 4,068,750 $ 0 0 D ( 3 )
Private Placement Warrants $ 11.5 ( 4 ) 03/13/2019 J( 2 ) 2,333,333 ( 5 ) ( 5 ) Class A Common Stock 2,333,333 $ 0 0 D ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Platinum Eagle Acquisition LLC
C/O PLATINUM EAGLE ACQUISITION CORP.
2121 AVENUE OF THE STARS, SUITE 2300
LOS ANGELES, CA90067
X See Remarks
SAGANSKY JEFFREY
C/O PLATINUM EAGLE ACQUISITION CORP.
2121 AVENUE OF THE STARS, SUITE 2300
LOS ANGELES, CA90067
X Chief Executive Officer
Baker Eli
C/O PLATINUM EAGLE ACQUISITION CORP.
2121 AVENUE OF THE STARS, SUITE 2300
LOS ANGELES, CA90067
President, CFO and Secretary
Signatures
Platinum Eagle Acquisition LLC /s/ Joel Rubinstein, Attorney-in-Fact 03/14/2019
Signature of Reporting Person Date
Jeffrey Sagansky /s/ Joel Rubinstein, Attorney-in-Fact 03/14/2019
Signature of Reporting Person Date
Eli Baker /s/ Joel Rubinstein, Attorney-in-Fact 03/14/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The shares of Class B Common Stock are convertible into shares of the Issuer's Class A Common Stock as described under the heading "Description of Securities - Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-222279) (the "Registration Statement") and have no expiration date.
( 2 )Represents a pro rata distribution from Platinum Eagle Acquisition LLC ("Sponsor") to its members. Messrs. Sagansky and Baker are members of Sponsor.
( 3 )The securities were held directly by Sponsor. Messrs. Sagansky and Baker are both members of Sponsor and share voting and dispositive control over the securities held by Sponsor.
( 4 )Each Private Placement Warrant ("PPW") is exercisable to purchase one share of Class A Common Stock at $11.50 per share, subject to adjustment, as described under the heading "Description of Securities - Warrants - Private Placement Warrants" in the Registration Statement.
( 5 )The PPWs become exercisable 30 days after the completion of the Issuer's initial business combination and expire five years after the completion of the Issuer's initial business combination or earlier upon redemption or liquidation, as described under the heading "Description of Securities - Warrants - Private Placement Warrants" in the Registration Statement.

Remarks:
Sponsor may be deemed a director by deputization as a result of Jeffrey Sagansky, a member of Sponsor, serving on the board of directors of the Issuer.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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