Sec Form 4 Filing - Legacy Acquisition Sponsor I LLC @ PARTS iD, Inc. - 2020-11-20

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
Legacy Acquisition Sponsor I LLC
2. Issuer Name and Ticker or Trading Symbol
PARTS iD, Inc. [ ID]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
1308 RACE STREET, SUITE 200
3. Date of Earliest Transaction (MM/DD/YY)
11/20/2020
(Street)
CINCINNATI, OH45202
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 11/20/2020 M 4,180,526 A 4,180,526 D
Class A common stock 11/20/2020 J 1,100,000 D 3,080,526 D
Class A common stock 11/20/2020 M 100,347 A 3,180,873 D
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 F common stock ( 1 ) 11/20/2020 D 3,069,474 ( 1 ) ( 1 ) Class A common stock 3,609,474 ( 4 ) 4,180,526 D
Private Placement Warrants ( 5 ) 11/20/2020 D 16,276,252 ( 5 ) ( 5 ) Private Placement Warrants 16,276,252 ( 6 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Legacy Acquisition Sponsor I LLC
1308 RACE STREET, SUITE 200
CINCINNATI, OH45202
X
Signatures
/s/ Edwin J. Rigaud, Managing Member 11/24/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )As described in the issuer's registration statement on Form S-1 (File No. 333-221116) under the heading "Description of Securities--Founder Shares", the shares of Class F common stock will automatically convert into shares of Class A common stock at the time of the issuer's initial business combination, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights.
( 2 )(Continued from Footnote 1) On November 20, 2020, the issuer consummated its initial business combination (the "Business Combination") with Onyx Enterprises Int'l, Corp., a New Jersey corporation ("Onyx"). In connection with the Business Combination, each share of Class F common stock converted into shares of Class A common stock.
( 3 )In connection with the Business Combination, issuer and Legacy Acquisition Sponsor I LLC, a Delaware limited liability company (the "Sponsor") entered into the Amended and Restated Sponsor Support Agreement, dated November 20, 2020 (the "Sponsor Support Agreement"), pursuant to which 1,100,000 shares of Class F common stock retained by Sponsor at the closing of the Business Combination were retained in consideration of the Sponsor's contribution to issuer of that certain direction notice provided by OEC to the Sponsor, which direction notice was paid to OEC.
( 4 )In connection with the Business Combination and pursuant to the Sponsor Support Agreement, Legacy Acquisition Sponsor I LLC transferred the shares to the issuer as partial consideration to Onyx for engaging in the Business Combination.
( 5 )As described in the issuer's registration statement on Form S-1 (File No. 333-221116) under the heading "Description of Securities--Redeemable Warrants", the warrant entitles the registered holder to purchase one-half of one share of Class A common stock at a price of $5.75 per half share, subject to adjustment as discussed therein, at any time commencing on the later of 12 months from the closing of the IPO or 30 days after the completion of an initial business combination.
( 6 )Pursuant to the Sponsor Support Agreement, and as partial consideration for Onyx's engagement in the Business Combination, the Sponsor agreed to forfeit 14,587,770 private placement warrants held of record and beneficially owned by it at the closing of the Business Combination. Additionally, in accordance with the terms of the Sponsor's limited liability company agreement, the Sponsor cancelled 1,688,482 private placement warrants.
( 7 )In connection with the Business Combination, the issuer amended (the "Warrant Amendments") that certain Warrant Agreement between the issuer and Continental Stock Transfer & Trust Company, dated as of November 16, 2017 (as amended from time to time, the "Warrant Agreement"), pursuant to which each outstanding public warrant and 1,223,748 private placement warrants which were issued to the Sponsor, were converted into the right to receive $0.18 in cash and 0.082 of a share of Class A common stock. The Sponsor received the 100,347 shares of Class A common stock in exchange and cancellation of the outstanding 1,223,748 private placement warrants it held following the forfeitures described in Footnote 6

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