Sec Form 3 Filing - Hound Partners, LLC @ Glass Houses Acquisition Corp. - 2021-03-23

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
Hound Partners, LLC
2. Issuer Name and Ticker or Trading Symbol
Glass Houses Acquisition Corp. [ GLHA]
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)
101 PARK AVENUE, 48TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
03/23/2021
(Street)
NEW YORK, NY10178
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
Class A common stock ( 1 ) 2,000,000 I See Footnote ( 2 )
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
Warrants ( 3 ) $ 11.5 ( 4 ) ( 4 ) ( 4 ) Class A common stock 1,000,000 I See Footnote ( 2 )
Class B common stock ( 5 ) ( 5 ) ( 5 ) Class A common stock 20,000 I See Footnote ( 6 )
Class B common stock ( 5 ) ( 5 ) ( 5 ) Class A common stock 5,650,000 ( 7 ) I See Footnote ( 8 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hound Partners, LLC
101 PARK AVENUE
48TH FLOOR
NEW YORK, NY10178
X X
Signatures
Hound Partners, LLC, By: /s/ Jonathan Auerbach, Managing Member 03/25/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Clients (as defined below) hold Units, each of which consists of one share of Class A common stock and one-half of one warrant. The Class A common stock reported herein represents the Class A common stock underlying such Units.
( 2 )The reported securities are directly owned by clients (the "Clients") of Hound Partners, LLC and may be deemed to be beneficially owned by Hound Partners, LLC as the investment manager to the Clients. The Reporting Person disclaims beneficial ownership in the securities reported on this Form 3 except to the extent of its pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
( 3 )The Clients hold Units, each of which consists of one share of Class A common stock and one-half of one warrant. The warrants reported herein represent the warrants underlying such Units.
( 4 )Each whole warrant entitles the holder thereof to purchase one share of Class A common stock at a price of $11.50 per share, subject to certain adjustments. The warrants will become exercisable 30 days after the completion of the issuer's initial business combination, and will expire five years after the completion of the issuer's initial business combination or earlier upon redemption or liquidation.
( 5 )As described in the issuer's registration statement on Form S-1 (File No. 333-252865) under the heading "Description of Securities--Founder Shares", the shares of Class B common stock, par value $0.0001 per share, will automatically convert into shares of Class A common stock, 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 adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.
( 6 )The reported securities are directly owned by Jonathan Auerbach, a director of the issuer who indirectly owns and controls Hound Partners, LLC. The Reporting Person disclaims beneficial ownership in the securities reported on this Form 3 except to the extent of its pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
( 7 )The Class B common stock reported includes up to 750,000 shares that are subject to forfeiture to the extent the underwriter of the initial public offering of the issuer's securities does not exercise in full its over-allotment option as described in the issuer's registration statement.
( 8 )The 5,650,000 shares of Class B common stock reported are owned directly by Glass Houses Sponsor LLC, a Delaware limited liability company (the "Sponsor"). Jonathan Auerbach has a minority interest in the Sponsor, and does not have dispositive power over the securities held by the Sponsor. The Reporting Person disclaims beneficial ownership in the securities reported on this Form 3 except to the extent of its pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

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).
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