Sec Form 3 Filing - Reses Jacqueline D @ Pershing Square Tontine Holdings, Ltd. - 2020-07-21

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 Reses Jacqueline D 2. Issuer Name and Ticker or Trading Symbol Pershing Square Tontine Holdings, Ltd. [ PSTH] 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) 787 ELEVENTH AVENUE, 9TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 07/21/2020 (Street) NEW YORK, NY10019 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 Forward Purchase Shares ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 50,000 ( 1 ) D Forward Purchase Warrants $ 23 ( 2 ) ( 2 ) Class A Common Stock 16,666 ( 1 ) D Director Warrants $ 24 ( 3 ) ( 3 ) See footnote 3 ( 3 ) ( 3 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Reses Jacqueline D 787 ELEVENTH AVENUE, 9TH FLOOR NEW YORK, NY10019 X Signatures /s/ Steve Milankov, attorney-in-fact for Jacqueline D. Reses 07/22/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to an agreement with the Issuer, the Reporting Person is obligated to purchase 50,000 forward purchase units ("Forward Purchase Units") in one or more private placements to occur no later than simultaneously with the closing of the Issuer's initial business combination. Each Forward Purchase Unit has a price of $20.00, and is comprised of one share of the Issuer's Class A Common Stock, par value $0.0001 per share and one-third of one redeemable warrant. The obligation to purchase the Forward Purchase Units is not transferable, and the securities comprising the Forward Purchase Units may not be transferred or sold until 180 days after the Issuer's initial business combination, with limited exceptions in each case. ( 2 )The redeemable warrants included in the Forward Purchase Units become exercisable on the later of (i) 30 days after the completion of the Company's initial business combination and (ii) 12 months from the closing of the Company's initial public offering, and expire five years after the date of the Issuer's initial business combination, or earlier upon their redemption or the liquidation of the Issuer. ( 3 )Concurrently with the Issuer's initial public offering, the Reporting Person purchased, in a private placement, an aggregate of $812,500 of director warrants ("Director Warrants"), which will be exercisable. in the aggregate, for that number of shares equal to approximately 0.074% of the outstanding shares (on a fully diluted basis) of the post-combination company, at an exercise price of $24.00 per share of the post-combination company. The Director Warrants may not be sold or transferred (with limited exceptions) or exercised until three years after the Issuer's initial business combination, and expire 10 years after the date of the Issuer's initial business combination.

Remarks: Exhibit List: Exhibit 24.1 - Power of Attorney

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