Sec Form 4 Filing - LIV Capital Acquisition Sponsor, L.P. @ LIV Capital Acquisition Corp. - 2021-08-13

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
LIV Capital Acquisition Sponsor, L.P.
2. Issuer Name and Ticker or Trading Symbol
LIV Capital Acquisition Corp. [ LIVK]
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)
C/O LIV CAPITAL TORRE VIRREYES PEDREGAL, NO. 24, PISO 6-601 COL. MOLINO DEL REY
3. Date of Earliest Transaction (MM/DD/YY)
08/13/2021
(Street)
CIUDAD DE MEXICO, O5CP 11040
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 ordinary shares, $0.0001 par value per share ( 1 ) ( 1 ) 08/13/2021 J( 2 ) 166,750 ( 2 ) ( 1 ) ( 1 ) Class A Ordinary Shares 166,750 ( 1 ) 51,363 ( 1 ) D ( 3 )
Private Placement Warrants ( 4 ) ( 5 ) 08/13/2021 S( 6 ) 66,750 ( 5 ) ( 5 ) ( 7 ) Class A Ordinary Shares 66,750 ( 5 ) 513,625 ( 5 ) D ( 8 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
LIV Capital Acquisition Sponsor, L.P.
C/O LIV CAPITAL TORRE VIRREYES PEDREGAL
NO. 24, PISO 6-601 COL. MOLINO DEL REY
CIUDAD DE MEXICO, O5CP 11040
X
LIV GP Master, S.A.P.I. de C.V.
C/O LIV CAPITAL TORRE VIRREYES PEDREGAL
NO. 24, PISO 6-601 COL. MOLINO DEL REY
CIUDAD DE MEXICO, O5CP 11040
X
Signatures
/s/ Mariana Romero, as attorney-in-fact for LIV Capital Acquisition Sponsor, L.P. and LIV GP Master, S.A.P.I. de C.V 08/16/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )As described in the Issuer's registration statement on Form S-1 (File No. 333-234799) filed with the Securities and Exchange Commission on November 20, 2019 (the "Registration Statement") under the heading "Description of Securities - Founder Shares", the Class B ordinary shares will automatically convert into Class A ordinary shares on a one-for-one basis concurrently with or immediately following the consummation of the Issuer's initial business combination, subject to adjustment as described in the Registration Statement. The Class B ordinary shares have no expiration date.
( 2 )Reflects the transfer of Class B ordinary shares by the Reporting Person, the sponsor of the Issuer, to certain employees, directors and affiliates of the Issuer for services performed by such employees, directors and affiliates to the Issuer.
( 3 )These shares are owned directly by LIV Capital Acquisition Sponsor, L.P. LIV GP Master, S.A.P.I. de C.V. is the sole general partner of LIV Capital Acquisition Sponsor, L.P.
( 4 )Pursuant to that certain Sponsor Warrants Purchase Agreement, dated December 10, 2019, by and between the Issuer and the Reporting Person, the Reporting Person acquired from the Issuer 2,811,250 warrants of the Issuer (each, a "Private Placement Warrant"), as described in the Issuer's Registration Statement.
( 5 )As described in the Issuer's Registration Statement under the heading "Description of Securities - Warrants", each Private Placement Warrant is exercisable to purchase one Class A ordinary share of the Issuer at an exercise price of $11.50 per share, subject to certain anti-dilution adjustments as described in the Registration Statement. The Private Placement Warrants will become exercisable on the later of (i) 30 days after the completion of the Issuer's initial business combination and (ii) 12 months following the closing of the Issuer's initial public offering ("IPO"). As described in the Registration Statement, the Private Placement Warrants are identical to the warrants sold in connection with the Issuer's IPO, except that the Private Placement Warrants (so long as they are held by the applicable holder or its permitted transferees) (i) will not be redeemable by the Issuer and (ii) may be exercised by the holders on a cash or cashless basis at the holders' option.
( 6 )Reflects the transfer of Private Placement Warrants by the Reporting Person, the sponsor of the Issuer, to certain employees, directors and affiliates of the Issuer for services performed by such employees, directors and affiliates to the Issuer.
( 7 )The Private Placement Warrants will expire upon the fifth anniversary of the completion of Issuer's initial business combination, at 5:00 p.m. New York City time, or earlier upon redemption or liquidation.
( 8 )These Private Placement Warrants are owned directly by LIV Capital Acquisition Sponsor, L.P. LIV GP Master, S.A.P.I. de C.V. is the sole general partner of LIV Capital Acquisition Sponsor, L.P.

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