Sec Form 4 Filing - Hudson Bay Master Fund Ltd. @ SCVX Corp. - 2020-01-24

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
Hudson Bay Master Fund Ltd.
2. Issuer Name and Ticker or Trading Symbol
SCVX Corp. [ SCVX]
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 HUDSON BAY CAPITAL MANAGEMENT LP, 777 THIRD AVENUE, 30TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
01/24/2020
(Street)
NEW YORK, NY10017
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
Class A ordinary shares 01/24/2020 P 1,000,000 A 1,000,000 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hudson Bay Master Fund Ltd.
C/O HUDSON BAY CAPITAL MANAGEMENT LP
777 THIRD AVENUE, 30TH FLOOR
NEW YOR K, NY10017
X
Hudson Bay Capital Management LP
777 THIRD AVE., 30TH FLOOR
NEW YORK, NY10017
X
Gerber Sander
C/O HUDSON BAY CAPITAL MANAGEMENT, L.P.
777 THIRD AVENUE, 30TH FLOOR
NEW YORK, NY10017
X
Signatures
/s/ Sander Gerber HUDSON BAY MASTER FUND LTD. BY: HUDSON BAY CAPITAL MANAGEMENT LP, MANAGING MEMBER BY: HUDSON BAY CAPITAL GP LLC, GENERAL PARTNER BY: SANDER GERBER, MANAGING MEMBER 01/28/2020
Signature of Reporting Person Date
/s/ Sander Gerber HUDSON BAY CAPITAL MANAGEMENT LP BY: HUDSON BAY CAPITAL GP LLC, GENERAL PARTNER BY: SANDER GERBER, MANAGING MEMBER 01/28/2020
Signature of Reporting Person Date
/s/ Sander Gerber SANDER GERBER 01/28/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reported shares are included within 1,000,000 units of SCVX Corp. (the "Units) purchased by Hudson Bay Master Fund Ltd., for $10.00 per Unit. Each Unit consists of one Class A ordinary share of SCVX Corp., par value $0.0001 per share (a "Class A Oridnary Share"), and one-half of one redeemable warrant of SCVX Corp. (a "Warrant"), each whole Warrant exercisable for the purchase of one Class A Ordinary Share. As described in the issuer's registration statement on Form S-1 (File No. 333-235694) under the heading "Description of Securities--Warrants," the Warrants will become exercisable, if at all, on the later of 30 days after the completion of SCVX Corp.'s initial business combination and 12 months from the closing of SCVX Corp.'s initial public offering.

Remarks:
Hudson Bay Master Fund Ltd. is managed by Hudson Bay Capital Management LP ("HBC"). Sander Gerber serves as the managing member of Hudson Bay Capital GP LLC, which is the general partner of HBC. On the basis of the relationship between Hank Thomas and the reporting entities above, the entities will be deemed directors by deputization.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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