Sec Form 3 Filing - Wong Daniel @ Bridgetown Holdings Ltd - 2020-10-15

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
Wong Daniel
2. Issuer Name and Ticker or Trading Symbol
Bridgetown Holdings Ltd [ BTWNU]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
CEO and CFO
(Last) (First) (Middle)
C/O BRIDGETOWN HOLDINGS LIMITED, 38/F CHAMPION TOWER, 3 GARDEN ROAD
3. Date of Earliest Transaction (MM/DD/YY)
10/15/2020
(Street)
CENTRAL, HONG KONG, K300000
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
Class B Ordinary Shares ( 1 ) ( 1 ) ( 1 ) Class A Ordinary Shares 13,158,137 I See Footnotes ( 2 ) ( 3 )
Class B Ordinary Shares ( 1 ) ( 1 ) ( 1 ) Class A Ordinary Shares 2,001,863 D ( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Wong Daniel
C/O BRIDGETOWN HOLDINGS LIMITED
38/F CHAMPION TOWER, 3 GARDEN ROAD
CENTRAL, HONG KONG, K300000
X X CEO and CFO
Signatures
/s/ Daniel Wong 10/15/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )As described in the registrant's registration statement on Form S-1 (File No. 333-249000) under the heading "Description of Securities - Founder Shares", the Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the registrant's initial business combination on a one-for-one basis (unless otherwise provided in our initial business combination agreement), subject to adjustment for share subdivisions, share consolidations, share capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.
( 2 )These shares represent 13,158,137 Class B ordinary shares held by Bridgetown LLC (the "Sponsor") acquired pursuant to a certain securities subscription agreement dated as of July 9, 2020 by and between the Sponsor and the registrant (the "Subscription Agreement"), which were subject to share dividends.
( 3 )Mr. Wong is one of four managers of the Sponsor and shares voting and dispositive control over the shares held by the Sponsor and may be deemed the beneficial owner of such shares. These shares include an aggregate of 1,718,452 shares that are subject to forfeiture to the extent that the underwriters do not exercise their overallotment option in connection with the registrant's initial public offering in full. Mr. Wong disclaims any beneficial ownership of the securities held by the Sponsor other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
( 4 )Mr. Wong owns 2,001,863 Class B Ordinary Shares. These shares include an aggregate of 261,443 shares that are subject to forfeiture to the extent that the underwriters' do not exercise their overallotment option in connection with the registrant's initial public offering in full.

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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