Sec Form 4 Filing - Primavera Capital Acquisition LLC @ Primavera Capital Acquisition Corp. - 2022-12-14

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 Primavera Capital Acquisition LLC 2. Issuer Name and Ticker or Trading Symbol Primavera Capital Acquisition Corp. [ PV] 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) C/O PRIMAVERA CAPITAL ACQUISITION CORP, 41/F GLOUCESTER TWR 15 QUEENS RD CENTRAL 3. Date of Earliest Transaction (MM/DD/YY) 12/14/2022 (Street) HONG KONG, K300000 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 Ordinary Shares 12/14/2022 C 11,014,375 A 11,014,375 I See Footnotes( 6 ) Ordinary Shares 12/14/2022 D 6,014,375 D 5,000,000 I See Footnotes( 6 )

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 ) 12/14/2022 C 11,014,375 ( 1 ) ( 1 ) Ordinary Shares 11,014,375 ( 1 ) 0 I See Footnotes( 6 ) Private Placement Warrants ( 2 ) 12/14/2022 D 10,280,000 ( 3 )( 4 ) ( 3 )( 4 ) Ordinary Shares 10,280,000 ( 5 ) 0( 5 ) I See Footnotes( 6 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Primavera Capital Acquisition LLC C/O PRIMAVERA CAPITAL ACQUISITION CORP 41/F GLOUCESTER TWR 15 QUEENS RD CENTRAL HONG KONG, K300000 X Primavera Capital Acquisition Corp. C/O PRIMAVERA CAPITAL ACQUISITION CORP 41/F GLOUCESTER TWR 15 QUEENS RD CENTRAL HONG KONG, K300000 X Hu Fred C/O PRIMAVERA CAPITAL ACQUISITION CORP 41/F GLOUCESTER TWR 15 QUEENS RD CENTRAL HONG KONG, K300000 X Signatures By: /s/ Tong Chen, authorized signatory for Primavera Capital Acquisition LLC 12/16/2022 Signature of Reporting Person Date By: /s/ Tong Chen, as attorney-in-fact for Fred Hu 12/16/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Class B ordinary shares were cancelled and, in exchange, the holder(s) thereof was entitled to receive ordinary shares of Lanvin Group Holdings Limited on a one-for-one basis upon the consummation of the Issuer's initial business combination on December 14, 2022 (the "Initial Business Combination"). ( 2 )The reporting person forfeited 6,014,375 shares in connection with the closing of the Initial Business Combination pursuant to that certain letter agreement, dated December 2, 2022, by and among the Issuer, the Sponsor (as defined below) and the other parties thereto. ( 3 )Each Private Placement Warrant is exercisable to purchase one Class A ordinary share of the Issuer at an exercise price of $11.50 per share. ( 4 )As described in the Issuer's Registration Statement on Form S-1/A (File No. 333-252917) filed with the Securities and Exchange Commission on January 15, 2021 (the "Registration Statement"), the Private Placement Warrants are identical to the warrants sold in connection with the Issuer's initial public offering ("IPO"), except that the Private Placement Warrants, so long as they are held by Primavera Capital Acquisition LLC (the "Sponsor") or its permitted transferees, (i) are not redeemable by the Issuer, (ii) may not (including the Class A ordinary shares of the Issuer issuable upon exercise of such warrants), subject to certain limited exceptions, be transferred, assigned or sold by until 30 days after the completion of the Issuer's Initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) are entitled to registration rights. ( 5 )The reporting person disposed of all Private Placement Warrants upon the consummation of the Issuer's Initial Business Combination, which were automatically exchanged into corresponding warrants exercisable for ordinary shares of Lanvin Group Holdings Limited. ( 6 )Fred Hu is the sole manager of the Sponsor and has sole voting and investment power with respect to the ordinary shares held by the Sponsor. Mr. Hu disclaims beneficial ownership of the ordinary shares held by the Sponsor except to the extent of his pecuniary interest therein.

Remarks: Exhibit 99 - Joint Filer Statement

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