Sec Form 3 Filing - STEINBERG JOSEPH S @ Pershing Square Tontine Holdings, Ltd. - 2020-07-21

FORM 3 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 STEINBERG JOSEPH S 2. Issuer Name and Ticker or Trading Symbol Pershing Square Tontine Holdings, Ltd. [ PSTH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 787 ELEVENTH AVENUE, 9TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 07/21/2020 (Street) NEW YORK, NY10019 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 Class A Common Stock 9,375 ( 1 ) I By Joseph S. and Diane H. Steinberg Charitable Trust

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 Redeemable Warrants $ 23 ( 2 ) ( 2 ) Class A Common Stock 1,041 ( 1 ) I By Joseph S. and Diane H. Steinberg Charitable Trust Contingent Right to receive Redeemable Warrants $ 23 ( 2 ) ( 2 ) Class A Common Stock ( 3 ) I By Joseph S. and Diane H. Steinberg Charitable Trust Director Warrants $ 24 ( 4 ) ( 4 ) See Footnote 4 ( 4 ) ( 4 ) D Director Warrants $ 24 ( 4 ) ( 4 ) See Footnote 5 ( 5 ) ( 5 ) I By Joseph S. and Diane H. Steinberg Charitable Trust

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other STEINBERG JOSEPH S 787 ELEVENTH AVENUE, 9TH FLOOR NEW YORK, NY10019 X Signatures /s/ Steve Milankov, attorney-in-fact for Joseph S. Steinberg 07/22/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects the 9,375 units ("Units") of the Issuer purchased in the Issuer's initial public offering, at a price of $20.00 per Unit. Each Unit is comprised of one share of the Issuer's Class A common stock, par value $0.0001 per share ("Class A Common Stock"), one-ninth of one redeemable warrant and a contingent right to receive additional redeemable warrants in connection with the Issuer's initial business combination. ( 2 )The redeemable warrants become exercisable on the later of (i) 30 days after the completion of the Issuer's initial business combination and (ii) 12 months from the closing of the Issuer's initial public offering, and expire five years after the completion of the Issuer's initial business combination, or earlier upon their redemption or the liquidation of the Issuer. ( 3 )An aggregate of 44,444,444 redeemable warrants will be distributed immediately prior to the Issuer's initial business combination, on a pro-rata basis, to the holders of record of the shares of Class A Common Stock issued in the initial public offering that remain outstanding after giving effect to any redemptions of such shares of Class A Common Stock. This contingent right will remain attached to the such shares of Class A Common Stock and may not be separately sold or transferred. Such redeemable warrants will have the same terms as those included in the Units. ( 4 )Concurrently with the Issuer's initial public offering, the Reporting Person purchased, in a private placement, an aggregate of $625,000 of director warrants ("Director Warrants"), which will be exercisable, in the aggregate, for that number of shares equal to approximately 0.057% of the outstanding shares (on a fully diluted basis) of the post-combination company, at an exercise price of $24.00 per share of the post-combination company. The Director Warrants may not be sold or transferred (with limited exceptions) or exercised until three years after the Issuer's initial business combination, and expire 10 years after the date of the Issuer's initial business combination. ( 5 )Reflects the purchase of an aggregate of $187,500 of Director Warrants, which will be exercisable, in the aggregate, for that number of shares equal to approximately 0.017% of the outstanding shares (on a fully diluted basis) of the post-combination company.

Remarks: Exhibit List: Exhibit 24.1 - Power of Attorney

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

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