Sec Form 4 Filing - Hudson Bay Capital Management LP @ SCVX Corp. - 2020-03-19

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 Capital Management LP
2. Issuer Name and Ticker or Trading Symbol
SCVX Corp. [ SCVX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
See Remarks
(Last) (First) (Middle)
777 THIRD AVE., 30TH FLOOR,
3. Date of Earliest Transaction (MM/DD/YY)
03/19/2020
(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 03/19/2020 P 140,200 A 1,140,200 I See footnote ( 2 )
Class A ordinary shares 03/19/2020 P 300,000 A 1,440,200 I See footnote ( 2 )
Class A ordinary shares 03/23/2020 P 892,024 A 2,332,224 I See footnote ( 2 )
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 Capital Management LP
777 THIRD AVE., 30TH FLOOR
NEW YORK, NY10017
X X See Remarks
Hudson Bay Master Fund Ltd.
C/O HUDSON BAY CAPITAL MANAGEMENT LP
777 THIRD AVENUE, 30TH FLOOR
NEW YORK, NY10017
X See Remarks
Gerber Sander
C/O HUDSON BAY CAPITAL MANAGEMENT, L.P.
777 THIRD AVENUE, 30TH FLOOR
NEW YORK, NY10017
X X See Remarks
Signatures
Hudson Bay Capital Management LP, By: Hudson Bay Capital GP LLC, its General Partner, By: /s/ Sander Gerber, its Managing Member 03/23/2020
Signature of Reporting Person Date
Hudson Bay Master Fund Ltd., By: Hudson Bay Capital Management LP, its Managing Member, By: Hudson Bay Capital GP LLC, its General Partner, By: /s/ Sander Gerber, its Managing Member 03/23/2020
Signature of Reporting Person Date
/s/ Sander Gerber 03/23/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reported shares are included within 140,200 units of SCVX Corp. (the "Units") purchased by Hudson Bay Master Fund Ltd. (the "Fund"), for $9.30 per Unit. Each Unit consists of one Class A ordinary share of SCVX Corp., par value $0.0001 per share (a "Class A Ordinary Share"), and one-half of one redeemable warrant of SCVX Corp. (a "Warrant").
( 2 )The Fund is managed by Hudson Bay Capital Management LP ("HBC"). Sander Gerber ("Mr. Gerber") serves as the managing member of Hudson Bay Capital GP LLC, which is the general partner of HBC. Each Reporting Person disclaims beneficial ownership of the securities held by the Fund, except to the extent of its or his pecuniary interest therein.
( 3 )The reported shares are included within 300,000 Units purchased by the Fund, for $9.29 per Unit. Each Unit consists of one Class A Ordinary Share, and one-half of one Warrant.
( 4 )The reported shares are included within 892,024 Units purchased by the Fund, for $9.30 per Unit. Each Unit consists of one Class A Ordinary Share, and one-half of one Warrant.

Remarks:
On the basis of the relationship between Hank Thomas and the reporting entities, each of the reporting entities may 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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