Sec Form 3 Filing - NextGen Sponsor LLC @ NextGen Acquisition Corp - 2020-10-06

Insider filing report for Changes in Beneficial Ownership
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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
NextGen Sponsor LLC
2. Issuer Name and Ticker or Trading Symbol
NextGen Acquisition Corp [ NGAC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
2255 GLADES ROAD, SUITE 324A
3. Date of Earliest Transaction (MM/DD/YY)
10/06/2020
(Street)
BOCA RATON, FL33431
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 ordinary shares ( 1 ) ( 1 ) ( 1 ) Class A ordinary shares 10,062,500 D ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
NextGen Sponsor LLC
2255 GLADES ROAD
SUITE 324A
BOCA RATON, FL33431
X X
SUMME GREGORY L
C/O NEXTGEN ACQUISITION CORPORATION
2255 GLADES ROAD, SUITE 324A
BOCA RATON, FL33431
X
Mattson George N
C/O NEXTGEN ACQUISITION CORPORATION
2255 GLADES ROAD, SUITE 324A
BOCA RATON, FL33431
X
Signatures
NextGen Sponsor LLC, By: /s/ Patrick T. Ford as attorney-in-fact 10/06/2020
Signature of Reporting Person Date
Gregory L. Summe, By: /s/ Patrick T. Ford as attorney-in-fact 10/06/2020
Signature of Reporting Person Date
George N. Mattson, By: /s/ Patrick T. Ford as attorney-in-fact 10/06/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )As described in the issuer's registration statement on Form S-1 (File No. 333-248921) under the heading "Description of Securities--Founder Shares," the Class B ordinary shares, par value $0.0001 per share, of the issuer will automatically convert into Class A ordinary shares, par value $0.0001 per share, of the issuer at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to certain adjustments, and have no expiration date. Includes 1,125,000 Class B ordinary shares that are subject to forfeiture if the underwriters of the issuer's initial public offering do not exercise in full their option to purchase additional units.
( 2 )NextGen Sponsor LLC (the "Sponsor") is the record holder of the Class B ordinary shares reported herein. Mr. Mattson and Mr. Summe may be deemed to beneficially own shares held by the Sponsor by virtue of their shared control over the Sponsor. Each of Mr. Mattson and Mr. Summe disclaims beneficial ownership of the Class B ordinary shares reported herein except to the extent of such person's respective pecuniary interest therein.

Remarks:
Exhibit 24.1 - Powers of Attorney. On the basis of the relationship between the Sponsor, Mr. Mattson and Mr. Summe, the Sponsor may be deemed a director by deputization with respect to the issuer on the basis of the service of Mr. Mattson and Mr. Summe.

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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