Sec Form 3 Filing - TRAVERS JAMES M @ Motion Acquisition Corp. - 2020-10-14

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
TRAVERS JAMES M
2. Issuer Name and Ticker or Trading Symbol
Motion Acquisition Corp. [ MOTNU]
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)
C/O GRAUBARD MILLER, 405 LEXINGTON AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
10/14/2020
(Street)
NEW YORK, NY10174
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 ) ( 1 ) ( 1 ) Class A Common Stock 3,306,250 ( 2 ) I Motion Acquisition LLC ( 3 )
Warrants $ 11.5 ( 4 ) ( 5 ) Class A Common Stock 2,533,333 ( 6 ) I Motion Acquisition LLC ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
TRAVERS JAMES M
C/O GRAUBARD MILLER
405 LEXINGTON AVENUE
NEW YORK, NY10174
X X
Burdiek Michael J
C/O GRAUBARD MILLER
405 LEXINGTON AVENUE
NEW YORK, NY10174
X X Chief Executive Officer
VITELLE RICHARD K
C/O GRAUBARD MILLER
405 LEXINGTON AVENUE
NEW YORK, NY10174
X Chief Financial Officer
Sarkissian Garo Sarkis
C/O GRAUBARD MILLER
405 LEXINGTON AVENUE
NEW YORK, NY10174
X Executive Vice President
Motion Acquisition LLC
C/O GRAUBARD MILLER
405 LEXINGTON AVENUE
NEW YORK, NY10174
X
Signatures
/s/ James M. Travers 10/14/2020
Signature of Reporting Person Date
/s/ Michael Burdiek 10/14/2020
Signature of Reporting Person Date
/s/ Richard Vitelle 10/14/2020
Signature of Reporting Person Date
/s/ Garo Sarkissian 10/14/2020
Signature of Reporting Person Date
Motion Acquisition LLC, by Rick Vitelle, Managing Member 10/14/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Class B Common Stock will automatically convert into Class A Common Stock 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 adjustment. The Class B Common Stock has no expiration date.
( 2 )Includes up to 431,250 shares of Class B Common Stock that may be forfeited if the underwriters in the Issuer's initial public offering do not exercise the overallotment option in full.
( 3 )These securities are owned directly by Motion Acquisition LLC, a ten percent owner of the Issuer, and indirectly by its managing members, James Travers, the Issuer's Chairman, Michael Burdiek, the Issuer's Chief Executive Officer and a director, Rick Vitelle, the Issuer's Chief Financial Officer and Secretary, and Garo Sarkissian, the Issuer's Executive Vice President of Corporate Development. Each of Messrs. Travers, Burdiek, Vitelle, and Sarkissian disclaims beneficial ownership of the securities held by Motion Acquisition LLC, except to the extent of his pecuniary interest therein.
( 4 )Each warrant will become exercisable on the later of 30 days after the completion of an initial business combination or twelve months from the closing of the Issuer's initial public offering.
( 5 )Each warrant will expire five years after the completion of an initial business combination.
( 6 )Represents warrants which, prior to the effective date of the registration statement relating to the Issuer's initial public offering, Motion Acquisition LLC irrevocably committed to purchase. Does not include up to 230,000 warrants which such entity irrevocably committed to purchase in the event the underwriters in the Issuer's initial public offering exercise the overallotment option in full.

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