Sec Form 4 Filing - Garcia John L @ AEA-Bridges Impact Corp. - 2022-09-23

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
Garcia John L
2. Issuer Name and Ticker or Trading Symbol
AEA-Bridges Impact Corp. [ IMPX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Co-Chief Executive Officer
(Last) (First) (Middle)
520 MADISON AVENUE, 40TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
09/23/2022
(Street)
NEW YORK, NY10022
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
Common stock 09/26/2022 D( 1 )( 2 ) 2,500,000 D 0 D
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
Warrants to purchase common stock $ 11.5 09/26/2022 D( 1 )( 2 ) 1,250,000 10/26/2023 09/26/2027 Common stock 1,250,000 ( 1 )( 2 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Garcia John L
520 MADISON AVENUE, 40TH FLOOR
NEW YORK, NY10022
X Co-Chief Executive Officer
Signatures
/s/ John Garcia 09/27/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )In connection with the Business Combination Agreement, dated December 12, 2021, by and among the Issuer, LiveWire Group, Inc. (f/k/a LW EV Holdings, Inc.) ("HoldCo"), LW EV Merger Sub, Inc. ("Merger Sub"), LiveWire EV, LLC ("LiveWire") and Harley-Davidson, Inc. (the transactions contemplated thereby, the "Business Combination"), Merger Sub merged with and into the Issuer, with the Issuer surviving the merger as a wholly-owned direct subsidiary of HoldCo (the "Merger"). In connection with the Business Combination, each unit of the Issuer will be cancelled and each holder of units of the Issuer will be entitled to Class A ordinary share of the Issuer and one-half warrant of the Issuer per unit of the Issuer.
( 2 )(Footnote 1 Continued), In connection with the domestication of the Issuer as a Delaware corporation, the Class A ordinary shares of the Issuer were automatically converted into common stock of the Issuer and the warrants to purchase Class A ordinary shares of the Issuer were automatically converted into warrants to purchase shares of common stock of the Issuer. In connection with the closing of the Business Combination, the Reporting Person's shares of common stock of the Issuer were automatically converted into shares of common stock of HoldCo, par value $0.0001 per share, on a one-for-one basis and the Reporting Person's warrants to purchase common stock of the Issuer were automatically converted into warrants to purchase shares of common stock of HoldCo on a one-for-one basis.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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