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"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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| FORM 4 |
| 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
| ( 1 )These shares are underlying units (each unit consisting of one share of Class A common stock and one half of one warrant, each whole warrant exercisable to purchase one share of Class A common stock) held by Apex Technology Sponsor LLC (the "Sponsor"), acquired pursuant to a unit subscription agreement by and between the Sponsor and the issuer. Does not include 8,750,000 shares of Class B common stock, which shares 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 )Each of the issuer's officers, directors and advisors is, directly or indirectly, a member of the Sponsor. There are three managing members of the Sponsor. Each managing member of the Sponsor has one vote, and the approval of two of the three managing members is required to approve an action of the Sponsor. No individual managing member of the Sponsor exercises voting or dispositive control over any of the securities held by the Sponsor, even those in which he directly holds a pecuniary interest. Accordingly, none of them will be deemed to have or share beneficial ownership of such shares.
( 3 )As described in the issuer's registration statement on Form S-1 (File No. 333-227300) under the heading "Description of Securities--Founder Shares", the shares of Class B common stock will automatically convert into shares of Class A common stock 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 has no expiration date.
( 4 )As contemplated in connection with the initial public offering of the issuer, 18,750 shares of Class B common stock of the issuer were returned by the reporting person to the issuer for no consideration and cancelled because the underwriters' over-allotment option was not exercised in full.
|* If the form is filed by more than one reporting person, see Instruction 4(b)(v).|
|** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).|