Sec Form 3 Filing - HPX Capital Partners LLC @ HPX Corp. - 2020-07-15

Insider filing report for Changes in Beneficial Ownership
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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
HPX Capital Partners LLC
2. Issuer Name and Ticker or Trading Symbol
HPX Corp. [ HPX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
1000 N. WEST STREET, SUITE 1200,
3. Date of Earliest Transaction (MM/DD/YY)
07/15/2020
(Street)
WILMINGTON, DE19801
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 ( 1 ) ( 1 ) ( 1 ) Class A ordinary shares 5,670,000 D ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
HPX Capital Partners LLC
1000 N. WEST STREET, SUITE 1200
WILMINGTON, DE19801
X X
Piani Carlos Augusto Leone
C/O HPX CORP.
1000 N. WEST STREET, SUITE 1200
WILMINGTON, DE19801
X CEO and CFO
Hees Bernardo
C/O HPX CORP.
1000 N. WEST STREET, SUITE 1200
WILMINGTON, DE19801
X
Xavier Rodrigo Guedes
C/O HPX CORP.
1000 N. WEST STREET, SUITE 1200
WILMINGTON, DE19801
X
Signatures
HPX Capital Partners LLC, By: /s/ Carlos Augusto Leone Piani, as Chief Executive Officer 07/15/2020
Signature of Reporting Person Date
Carlos Augusto Leone Piani, By: /s/ Carlos Augusto Leone Piani 07/15/2020
Signature of Reporting Person Date
Bernardo Vieira Hees, By: /s/ Carlos Augusto Leone Piani, as attorney-in-fact 07/15/2020
Signature of Reporting Person Date
Rodrigo Guedes Xavier, By: By: /s/ Carlos Augusto Leone Piani, as attorney-in-fact 07/15/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )As described in the issuer's registration statement on Form S-1 (File No. 333-239486) under the heading "Description of Securities--Founder Shares," the Class B ordinary shares, par value $0.0001 per share, of the issuer will automatically convert into Class A ordinary shares, par value $0.0001 per share, of the issuer 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 certain adjustment, and have no expiration date. Includes 750,000 Class B ordinary shares that are subject to forfeiture if the underwriter of the issuer's initial public offering does not exercise in full its option to purchase additional units.
( 2 )The reporting owner, HPX Capital Partners LLC (the "Sponsor"), in whose name the securities reported herein are held, is managed by its managers, Carlos Augusto Leone Piani, Bernardo Vieira Hees and Rodrigo Guedes Xavier. Messrs. Piani, Hees and Xavier may be deemed to beneficially own shares held by the Sponsor by virtue of their shared control over the Sponsor. Each of Messrs. Piani, Hees and Xavier disclaims beneficial ownership of the shares held by the Sponsor, except to the extent of such person's pecuniary interest therein.

Remarks:
Exhibit 24.1 - Powers of Attorney. Messrs. Piani, Hees and Xavier, the managers of the Sponsor, serve on the board of directors of the issuer. For the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Sponsor may be deemed a director by deputization with respect to the issuer on the basis of the service of Messrs. Piani, Hees and Xavier on the issuer's board of directors.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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