Sec Form 4 Filing - Werner Martin @ DD3 Acquisition Corp., S.A. de C.V. - 2020-03-13

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
Werner Martin
2. Issuer Name and Ticker or Trading Symbol
DD3 Acquisition Corp., S.A. de C.V. [ DDMX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chairman and CEO
(Last) (First) (Middle)
C/O DD3 MEX ACQUISITION CORP, PEDREGAL 24, COLONIA MOLINO DEL REY
3. Date of Earliest Transaction (MM/DD/YY)
03/13/2020
(Street)
MEXICO CITY, O511040
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
Ordinary Shares 03/13/2020 D 191,300 D 0 I See footnote ( 2 )
Ordinary Shares 03/13/2020 D 430,800 D 0 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
Warrant $ 11.5 03/13/2020 D 191,300 04/12/2020 03/13/2025 Ordinary Shares 191,300 ( 3 ) 0 I See footnote ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Werner Martin
C/O DD3 MEX ACQUISITION CORP
PEDREGAL 24, COLONIA MOLINO DEL REY
MEXICO CITY, O511040
X Chairman and CEO
Signatures
/s/ Alan I. Annex, Attorney-in-Fact 03/16/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Disposed of in exchange for ordinary shares, no par value per share ("Ordinary Shares"), of Betterware de Mexico, S.A. de C.V. ("Betterware"), on a one-for-one basis in connection with the consummation on March 13, 2020 of the business combination (the "Business Combination") of the Issuer and Betterware, pursuant to that certain Combination and Stock Purchase Agreement, dated as of August 2, 2019, as amended (the "Business Combination Agreement"), by and among the Issuer, Betterware, Campalier, S.A. de C.V., Promotora Forteza, S.A. de C.V., Strevo, S.A. de C.V., BLSM Latino America Servicios, S.A. de C.V., and, solely for the purposes set forth in Article XI of the Business Combination Agreement, DD3 Mex Acquisition Corp, S.A. de C.V. (the "Sponsor"), which, among other things, provided for the merger of the Issuer with and into Betterware (the "Merger") with Betterware surviving the Merger.
( 2 )The securities are held directly by the Sponsor and indirectly by Dr. Martin M. Werner and Jorge Combe, each of whom shares voting power with respect to the Sponsor. Certain of the Issuer's other officers and directors hold economic interests in the Sponsor and pecuniary interests in certain of the securities held by the Sponsor. Each of Dr. Werner, Mr. Combe and such other officers and directors disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
( 3 )The warrants to acquire ordinary shares of the Issuer were automatically converted in connection with the Business Combination into warrants to purchase Ordinary Shares. Each warrant is exercisable for one Ordinary Share at an exercise price of $11.50 per share.

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