Sec Form 4 Filing - RAYMOND JOHN T @ ESM Acquisition Corp - 2021-04-23

Insider filing report for Changes in Beneficial Ownership
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FORM 4
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
RAYMOND JOHN T
2. Issuer Name and Ticker or Trading Symbol
ESM Acquisition Corp [ ESM]
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 ESM ACQUISITION CORPORATION, 2229 SAN FELIPE, SUITE 1300
3. Date of Earliest Transaction (MM/DD/YY)
04/23/2021
(Street)
HOUSTON, TX77019
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 Ordinary Shares ( 1 ) ( 1 ) 04/23/2021 J( 2 ) 951,484 ( 1 ) ( 1 ) Class A Ordinary Shares ( 1 ) 951,484 $ 0 7,573,516 I ( 3 ) See Footnote ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
RAYMOND JOHN T
C/O ESM ACQUISITION CORPORATION
2229 SAN FELIPE, SUITE 1300
HOUSTON, TX77019
X X
Signatures
/s/ John Raymond 04/27/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )As described in the issuer's registration statement on Form S-1 (File No. 333-253359) (the "Registration Statement") under the heading "Description of Securities--Founder Shares," the Class B ordinary shares, par value $0.0001 per share, will automatically convert into Class A ordinary shares, par value $0.0001 per share, 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 pursuant to certain anti-dilution rights described therein and have no expiration date.
( 2 )Represents the forfeiture of 951,484 previously reported Class B ordinary shares that were subject to forfeiture in the event the underwriters of the initial public offering of the issuer's securities did not exercise in full their over-allotment option as described in the issuer's Registration Statement.
( 3 )ESM Sponsor, LP, (the "Sponsor"), is the record holder of the Class B ordinary shares reported herein. Mr. Raymond may be deemed to beneficially own shares held by the Sponsor by virtue of his control over the Sponsor.

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