Sec Form 3 Filing - COHEN JONATHAN Z @ Osprey Technology Acquisition Corp. - 2019-10-31

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 COHEN JONATHAN Z 2. Issuer Name and Ticker or Trading Symbol Osprey Technology Acquisition Corp. [ SFTW.U] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Co-Chairman (Last) (First) (Middle) C/O OSPREY TECHNOLOGY ACQUISITION CORP., 1845 WALNUT STREET, 10TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 10/31/2019 (Street) PHILADELPHIA, PA19103 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 Common Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 7,187,500 ( 1 ) I By Osprey Sponsor II, LLC

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other COHEN JONATHAN Z C/O OSPREY TECHNOLOGY ACQUISITION CORP. 1845 WALNUT STREET, 10TH FLOOR PHILADELPHIA, PA19103 X X Co-Chairman Osprey Sponsor II, LLC C/O OSPREY TECHNOLOGY ACQUISITION CORP. 1845 WALNUT STREET, 10TH FLOOR PHILADELPHIA, PA19103 X Signatures /s/ Jonathan Z. Cohen 10/31/2019 Signature of Reporting Person Date /s/ Jonathan Z. Cohen 10/31/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Osprey Sponsor II, LLC holds 7,187,500 shares of Class B Common Stock, par value $0.0001 per share, of the Issuer, including 937,500 shares that are subject to forfeiture if the underwriters of the Issuer's initial public offering do not exercise in full an option granted to them to cover over-allotments. The shares of Class B Common Stock 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 on a one-for-one basis, subject to adjustment, and have no expiration date or exercise prrice. Jonathan Z. Cohen, Co-Chairman and a director of the Issuer, is the sole manager of Osprey Sponsor II, LLC and has sole voting and dispositive control over the shares held by Osprey Sponsor II, LLC and may be deemed the beneficial owner of such shares. Mr. Cohen disclaims beneficial ownership over any securities owned by Osprey Sponsor II, LLC in which he does not have any pecuniary interest.

Remarks: Exhibit 24 - Power of Attorney

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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