Sec Form 3 Filing - RedBall SponsorCo LP @ RedBall Acquisition Corp. - 2020-08-12

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
RedBall SponsorCo LP
2. Issuer Name and Ticker or Trading Symbol
RedBall Acquisition Corp. [ RBAC.U]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
667 MADISON AVENUE, 16TH FLOOR,
3. Date of Earliest Transaction (MM/DD/YY)
08/12/2020
(Street)
NEW YORK, NY10065
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 14,375,000 ( 2 ) I ( 3 ) ( 4 ) ( 5 ) See Explanation of Responses ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
RedBall SponsorCo LP
667 MADISON AVENUE, 16TH FLOOR
NEW YORK, NY10065
X
RedBird Series 2019, LP
667 MADISON AVENUE, 16TH FLOOR
NEW YORK, NY10065
X
RedBall SponsorCo GP LLC
667 MADISON AVENUE, 16TH FLOOR
NEW YORK, NY10065
X
RedBird Series 2019 Gen Par LLC
667 MADISON AVENUE, 16TH FLOOR
NEW YORK, NY10065
X
Cardinale Gerald J.
C/O REDBIRD CAPITAL PARTNERS LLC
667 MADISON AVENUE, 16TH FLOOR
NEW YORK, NY10065
X X
Signatures
RedBall SponsorCo LP, By: /s/ Gerald J. Cardinale, Authorized Signatory 08/12/2020
Signature of Reporting Person Date
RedBird Series 2019, LP, By: /s/ Gerald J. Cardinale, Authorized Signatory 08/12/2020
Signature of Reporting Person Date
RedBall SponsorCo GP LLC, By: /s/ Gerald J. Cardinale, Authorized Signatory 08/12/2020
Signature of Reporting Person Date
RedBird Series 2019 GenPar LLC, By: /s/ Gerald J. Cardinale, Authorized Signatory 08/12/2020
Signature of Reporting Person Date
Gerald J. Cardinale, By: /s/ Gerald J. Cardinale 08/12/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )As described in the issuer's registration statement on Form S-1 (File No. 333-240138) under the heading "Description of Securities-Ordinary Shares-Founder Shares", the Class B ordinary shares, par value $0.0001 per share, will automatically convert into Class A ordinary shares, par value $0.0001 per share, of the issuer concurrently with or immediately following the consummation of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for share splits, share capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.
( 2 )The Class B ordinary shares beneficially owned by the reporting persons include up to 1,875,000 Class B ordinary shares that will be surrendered without consideration to the extent the underwriters of the initial public offering of the issuer's securities do not exercise in full their over-allotment option as described in the issuer's registration statement.
( 3 )RedBall SponsorCo LP, a Cayman Islands exempted limited partnership, is the record holder of the shares reported herein. RedBall SponsorCo GP LLC, a Cayman Islands limited liability company, is the general partner of RedBall SponsorCo LP and has voting and investment discretion with respect to the ordinary shares held of record by RedBall SponsorCo LP. RedBird Series 2019 GenPar LLC, a Delaware limited liability company, is the sole member of RedBall SponsorCo GP LLC. RedBird Series 2019 Carry Vehicle LLC, a Delaware limited liability company, is the sole member of RedBird Series 2019 GenPar LLC. RedBird Capital Partners Holdings LLC, a Delaware limited liability company, is the sole member of RedBird Series 2019 Carry Vehicle LLC. RedBird Capital Partners LLC, a Delaware limited liability company, is the manager of RedBird Capital Partners Holdings LLC.
( 4 )(Continued from Footnote 3) Gerald J. Cardinale is the managing member of RedBird Capital Partners LLC. As a result, Mr. Cardinale and each of the foregoing entities may be deemed to have beneficial ownership of the shares held directly by RedBall SponsorCo LP. Each of Mr. Cardinale and each of the foregoing entities disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he or it may have therein, directly or indirectly.
( 5 )RedBall SponsorCo LP, a Cayman Islands exempted limited partnership, is the record holder of the shares reported herein. S2019 RedBall LP, a Cayman Islands exempted limited partnership, is a limited partner of RedBall SponsorCo LP. RedBird Series 2019, LP, a Delaware limited partnership, is a limited partner of S2019 RedBall LP. As a result, each of the foregoing entities may be deemed to have beneficial ownership of the shares held directly by RedBall SponsorCo LP. Each of the foregoing entities disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest it may have therein, directly or indirectly.

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