Sec Form 4 Filing - Graf James A @ Platinum Eagle Acquisition Corp. - 2018-12-28

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
Graf James A
2. Issuer Name and Ticker or Trading Symbol
Platinum Eagle Acquisition Corp. [ EAGL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O PLATINUM EAGLE ACQUISITION CORP., 2121 AVENUE OF THE STARS, SUITE 2300
3. Date of Earliest Transaction (MM/DD/YY)
12/28/2018
(Street)
LOS ANGELES, CA90067
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
Public Warrants (right to buy) $ 11.5 ( 1 ) 12/28/2018 P 1,000 ( 2 ) ( 3 ) Class A Ordinary Shares 1,000 $ 1.3 1,000 D
Public Warrants (right to buy) $ 11.5 ( 1 ) 12/31/2018 P 1,000 ( 2 ) ( 3 ) Class A Ordinary Shares 1,000 $ 1.3 2,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Graf James A
C/O PLATINUM EAGLE ACQUISITION CORP.
2121 AVENUE OF THE STARS, SUITE 2300
LOS ANGELES, CA90067
X
Signatures
/s/ Sarah Ross, Attorney-in-Fact 01/02/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each whole public warrant is exercisable to purchase one Class A ordinary share at $11.50 per whole share, subject to adjustment as described under the heading "Description of Securities - Warrants - Public Shareholders' Warrants" in the Issuer's registration statement on Form S-1 File No. 333-222279).
( 2 )The public warrants will become exercisable beginning on the later of January 17, 2019 or 30 days after the completion of the Issuer's initial business combination as described under the heading "Description of Securities - Warrants - Public Shareholders' Warrants" in the Issuer's registration statement on Form S-1 File No. 333-222279).
( 3 )The public warrants will expire five years after the completion of the Issuer's initial business combination or earlier upon redemption or liquidation as described under the heading "Description of Securities - Warrants - Public Shareholders' Warrants" in the Issuer's registration statement on Form S-1 File No. 333-222279).

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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