Sec Form 4 Filing - Virtuoso Sponsor LLC @ Virtuoso Acquisition Corp. - 2021-11-18

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 Virtuoso Sponsor LLC 2. Issuer Name and Ticker or Trading Symbol Virtuoso Acquisition Corp. [ VOSO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 180 POST ROAD EAST 3. Date of Earliest Transaction (MM/DD/YY) 11/18/2021 (Street) WESTPORT, CT06880 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 Class C Common Stock, par value $0.0001( 1 ) 11/18/2021 J( 2 ) 6,600,000 A 6,600,000 D Class C Common Stock( 1 ) 11/18/2021 J( 2 ) 6,600,000 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 Class B Common Stock, par value $0.0001( 1 )( 3 ) ( 3 ) 11/18/2021 J( 3 ) 5,750,000 ( 4 ) ( 4 ) Class A Common Stock 5,750,000 ( 3 ) 0 D Private Warrants( 1 )( 2 )( 5 ) $ 11.5 11/18/2021 J( 2 ) 6,600,000 ( 5 ) ( 5 ) Class A Common Stock 6,600,000 ( 5 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Virtuoso Sponsor LLC 180 POST ROAD EAST WESTPORT, CT06880 X X Warshaw Jeffrey D 180 POST ROAD EAST WESTPORT, CT06880 X X CEO Signatures /s/ Jeffrey D. Warshaw Authorized Signatory of Virtuoso Sponsor LLC 11/22/2021 Signature of Reporting Person Date /s/ Jeffrey D. Warshaw 11/22/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This form is being filed by Virtuoso Sponsor LLC (the "Sponsor") and Jeffrey D. Warshaw, as the Sponsor's sole managing member (and together with the Sponsor the "Reporting Persons"). Because of the relationships among the Reporting Persons, the Reporting Persons may have been deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Each Reporting Person disclaimed beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any, prior to their disposition of the securities. ( 2 )On November 18, 2021, in connection with the consummation of the business combination ("Business Combination") pursuant to that certain Amended and Restated Agreement and Plan of Merger ("Business Combination Agreement"), dated May 28, 2021, by and among Virtuoso Acquisition Corp. ("Virtuoso"), Wejo Group Limited ("Wejo"), Yellowstone Merger Sub, Inc. Wejo Bermuda Limited ("WBL") and Wejo Limited and that certain Sponsor Agreement, dated May 28, 2021, by and among Virtuoso, Wejo, Sponsor and the certain other insiders thereto, the Sponsor contributed its private warrants to Virtuoso to effect a recapitalization, under which the Sponsor received Class C Common Stock, par value 0.0001 per share ("Class C Common Stock") of Virtuoso and the private warrants were cancelled. Immediately after the recapitalization, Sponsor contributed to WBL the Class C Common Stock for Sponsor Preferred Shares, par value 0.0001 of WBL, and the Class C Common Stock was cancelled. ( 3 )On November 18, 2021, each share of Class B common stock of Virtuoso Acquisition Corp. ("Virtuoso") directly held by Sponsor was cancelled, and Wejo Group Limited ("Wejo") issued shares of Class A common stock of Wejo on a one-to-one basis to the Sponsor in connection with the consummation of the Business Combination. ( 4 )As described in Virtuoso's registration statement on Form S-1 (File No. 333-251781) (the "Registration Statement") under the heading "Description of Securities--Founder Shares," the shares of Class B common stock, par value $0.0001 per share ("Class B Common Stock"), were to automatically be converted into shares of Wejo Common Shares, at the time of Virtuoso's initial business combination, on a one-for-one basis, subject to certain adjustments described therein and have no expiration date. ( 5 )Concurrently with the initial public offering of Virtuoso, the Sponsor purchased private placement warrants to purchase Class A Common Stock, par value $0.0001 per share ("Class A Common Stock") or a price of $1.00 per private placement warrant. Each private placement warrant was exercisable to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment, and would have become exercisable 30 days after the completion of Virtuoso's initial business combination and expire five years after the completion of Virtuoso's initial business combination or earlier upon redemption or liquidation, as described under the heading "Description of Securities--Redeemable Warrants--Private Placement Warrants" in the Registration Statement.

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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