Sec Form 4 Filing - Glenfarne Sponsor, LLC @ Glenfarne Merger Corp. - 2021-04-20

Insider filing report for Changes in Beneficial Ownership
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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
Glenfarne Sponsor, LLC
2. Issuer Name and Ticker or Trading Symbol
Glenfarne Merger Corp. [ GGMC]
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)
292 MADISON AVENUE, 19TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
04/20/2021
(Street)
NEW YORK, NY10017
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
Class A common stock 04/20/2021 P 45,085 A 855,085 D ( 2 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Glenfarne Sponsor, LLC
292 MADISON AVENUE, 19TH FLOOR
NEW YORK, NY10017
X
Signatures
/s/ Alan I. Annex, Attorney-in-Fact 04/22/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )In connection with the underwriters' election to partially exercise the over-allotment option granted in connection with the Issuer's initial public offering, Glenfarne Sponsor, LLC (the "Sponsor") acquired, at a price of $10.00 per unit, 45,085 additional units (the "Private Placement Units") for an aggregate purchase price of $450,850. Each Private Unit consists of one share of Class A common stock and one-third of one redeemable warrant. The warrants included in the Private Placement Units will become exercisable, if at all, on the later of 30 days after the completion of the Issuer's initial business combination (the "Business Combination") and March 23, 2022, and will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation.
( 2 )The securities are held directly by the Sponsor and indirectly by Brendan Duval, who indirectly controls the Sponsor and serves as the Chief Executive Officer and a director of the Issuer. Certain of the Issuer's other directors and officers hold economic interests in the Sponsor and pecuniary interests in certain of the securities held by the Sponsor. Each of Mr. Duval and such other directors and officers disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

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