Sec Form 3 Filing - Tiedemann Michael @ Alvarium Tiedemann Holdings, Inc. - 2023-01-03

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
Tiedemann Michael
2. Issuer Name and Ticker or Trading Symbol
Alvarium Tiedemann Holdings, Inc. [ ALTI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
C/O ALVARIUM TIEDEMANN HOLDINGS, INC., 520 MADISON AVENUE, 21ST FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
01/03/2023
(Street)
NEW YORK, NY10022
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 $ 0 ( 1 ) ( 1 ) Class B Common Stock 5,065,196 D
Class B Common Stock $ 0 ( 1 ) ( 1 ) Class B Common Stock 2,500,103 I See Footnote( 2 )
Class B Common Stock $ 0 ( 1 ) ( 1 ) Class B Common Stock 670,334 I See Footnote( 3 )
Class B Common Stock $ 0 ( 1 ) ( 1 ) Class B Common Stock 1,694,408 I See Footnote( 4 )
Warrants to purchase Class A Common Stock $ 11.5 02/02/2023 02/02/2028 Class A Common Stock 585,198 D
Warrants to purchase Class A Common Stock $ 11.5 02/02/2023 02/02/2028 Class A Common Stock 253,307 I See Footnote( 2 )
Warrants to purchase Class A Common Stock $ 11.5 02/02/2023 02/02/2028 Class A Common Stock 67,917 I See Footnote( 3 )
Warrants to purchase Class A Common Stock $ 11.5 02/02/2023 02/02/2028 Class A Common Stock 171,672 I See Footnote( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Tiedemann Michael
C/O ALVARIUM TIEDEMANN HOLDINGS, INC.
520 MADISON AVENUE, 21ST FLOOR
NEW YORK, NY10022
X Chief Executive Officer
Signatures
/s/ Christine Zhao, Attorney-in-fact 01/13/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each Class B Unit (a "Class B Unit") of Alvarium Tiedemann Capital, LLC ("Umbrella") is paired with a share of Class B Common Stock of the Issuer ("Class B Common Stock" and collectively, the "Paired Interests"). Pursuant to the Second Amended and Restated Limited Liability Agreement, dated as of January 3, 2023 (as amended form time to time, the "LLC Agreement"), of Umbrella, a Paired Interest is exchangeable at any time for a share of Class A Common Stock of the Issuer ("Class A Common Stock") on a one-for-one basis, subject to equitable adjustments for stock splits, stock dividends and reclassifications. As the holder exchanges the Paired Interests pursuant to the LLC Agreement, the shares of Class B Common Stock included in the Paired Interests will automatically be canceled and the Class B Common Units included in the Paired Interests shall be automatically transferred to the Issuer and converted into and become an equal number of Class A Common Units in Umbrella.
( 2 )Such securities are held by the Michael Glenn Tiedemann 2012 Delaware Trust ("MGT 2012 DE Trust") over which securities the reporting person has investment discretion. The reporting person disclaims beneficial ownership of the securities held by the MGT 2012 DE Trust, except to the extent of any pecuniary interest he may have therein.
( 3 )Such securities are held by the CHT Family Trust Article 3rd fbo Michael G. Tiedemann ("CHT Fam Tst Ar 3rd fbo MGT") over which securities the reporting person has investment discretion. The reporting person disclaims beneficial ownership of the securities held by the CHT Fam Tst Ar 3rd fbo MGT, except to the extent of any pecuniary interest he may have therein.
( 4 )Such securities are held by Chauncey Close, LLC, over which securities the reporting person may be deemed to have beneficial ownership by virtue of being the managing member of Chauncey Close, LLC. The reporting person disclaims beneficial ownership of the securities held by Chauncey Close, LLC, except to the extent of any pecuniary interest he may have therein.

Remarks:
Exhibit 24 Power of Attorney filed herewith.

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