Sec Form 3 Filing - Sgro David @ Legato Merger Corp. - 2021-01-19

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 Sgro David 2. Issuer Name and Ticker or Trading Symbol Legato Merger Corp. [ LEGO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O LEGATO MERGER CORP., 777 THIRD AVENUE, 37TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 01/19/2021 (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 Common Stock ( 1 ) 775,040 D Common Stock ( 2 ) 383,765 I By Eric Rosenfeld 2017 Trust No. 1 ( 4 ) Common Stock ( 3 ) 127,922 I By Eric Rosenfeld 2017 Trust No. 2 ( 4 )

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 Redeemable Warrant ( 1 ) ( 7 ) ( 5 ) ( 6 ) Common Stock 5,460 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Sgro David C/O LEGATO MERGER CORP. 777 THIRD AVENUE, 37TH FLOOR NEW YORK, NY10017 X Chief Executive Officer Signatures /s/ David D. Sgro 01/19/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes securities underlying 5,460 units of the Issuer, which units, prior to the effective date of the registration statement relating to the Issuer's initial public offering, the reporting person irrevocably committed to purchase. Each unit ("Unit") consists of one share of common stock and one redeemable warrant entitling the holder to purchase one share of common stock. The purchase of these Units is being made on a private placement basis and will be consummated simultaneously with the consummation of the Issuer's initial public offering. ( 2 )Includes up to 57,308 shares of common stock subject to forfeiture if the underwriters in the Issuer's initial public offering do not exercise the overallotment option in full. ( 3 )Includes up to 19,103 shares of common stock subject to forfeiture if the underwriters in the Issuer's initial public offering do not exercise the overallotment option in full. ( 4 )The reporting person is the trustee of this trust and has sole voting and dispositive power over the securities held thereby. The reporting person disclaims beneficial ownership of such securities except to the extent of his ultimate pecuniary interest therein. ( 5 )Each Warrant will become exercisable on the later of the 30 days after the completion of an initial business combination and one year after the completion of the Issuer's initial public offering. ( 6 )Each Warrant will expire five years after the completion of an initial business combination, or earlier upon redemption. ( 7 )Each Warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share.

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).

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