Sec Form 3 Filing - RODE MURRAY D @ BowX Acquisition Corp. - 2020-08-04

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 RODE MURRAY D 2. Issuer Name and Ticker or Trading Symbol BowX Acquisition Corp. [ BOWXU] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Co-Chief Executive Officer (Last) (First) (Middle) C/O BOWX ACQUISITION CORP., 2400 SAND HILL RD., SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 08/04/2020 (Street) MENLO PARK, CA94025 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

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 ) ( 1 ) ( 1 ) Class A Common Stock 7,920,934 ( 2 ) I By BowX Sponsor, LLC ( 4 ) Class B Common Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 1,426,322 ( 3 ) D Warrant ( 5 ) $ 11.5 ( 6 ) ( 7 ) Class A Common Stock 4,608,000 I By BowX Sponsor, LLC ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other RODE MURRAY D C/O BOWX ACQUISITION CORP. 2400 SAND HILL RD., SUITE 200 MENLO PARK, CA94025 X X Co-Chief Executive Officer Signatures /s/ Murray Rode 08/04/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Class B common stock will automatically convert into shares of Class A common stock on a one-for-one basis, subject to adjustment. The Class B common stock has no expiration date. ( 2 )Includes up to 1,052,974 shares of Class B common stock that may be forfeited if the underwriters in the Issuer's initial public offering do not exercise the over-allotment option in full. ( 3 )Includes up to 194,882 shares of Class B common stock that may be forfeited if the underwriters in the Issuer's initial public offering do not exercise the over-allotment option in full. ( 4 )These securities are owned directly by BowX Sponsor, LLC, the Issuer's sponsor, of which the reporting person is a managing member. Mr. Rode disclaims beneficial ownership of the securities held by the sponsor except to the extent of his pecuniary interest therein. ( 5 )Includes warrants which, prior to the effective date of the registration statement relating ot the Issuer's initial public offering, the Issuer's sponsor irrevocably committed to purchase. Does not include up to 500,001 additional warrants which the sponsor irrevocably committed to purchase in the event the underwriters in the Issuer's initial public offering exercise the overallotment option in full. Also does not include 40,000 warrants which the reporting person irrevocably committed to purchase in the event the underwriters in the Issuer's initial public offering exercise the overallotment option in full. ( 6 )The warrants will become exercisable on the later of 30 days after the completion of an initial business combination or August 7, 2021. ( 7 )The warrants will expire five years after the completion of an initial business combination.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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