Sec Form 3 Filing - KL Sponsor LLC @ KL Acquisition Corp - 2021-01-07

Insider filing report for Changes in Beneficial Ownership
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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
KL Sponsor LLC
2. Issuer Name and Ticker or Trading Symbol
KL Acquisition Corp [ KLAQU]
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)
111 WEST 33RD STREET SUITE 1910
3. Date of Earliest Transaction (MM/DD/YY)
01/07/2021
(Street)
NEW YORK, NY10120
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
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 ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 7,067,500 ( 2 ) ( 3 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
KL Sponsor LLC
111 WEST 33RD STREET SUITE 1910
NEW YORK, NY10120
X
KENNEDY LEWIS MANAGEMENT LP
111 WEST 33RD STREET SUITE 1910
NEW YORK, NY10120
X
KLM GP LLC
111 WEST 33RD STREET SUITE 1910
NEW YORK, NY10120
X
CHENE DAVID
111 WEST 33RD STREET SUITE 1910
NEW YORK, NY10120
X
Richman Darren
111 WEST 33RD STREET SUITE 1910
NEW YORK, NY10120
X
Signatures
/s/ David Chene, as the principal of KLM GP LLC, the general partner of Kennedy Lewis Management LP, the manager of KL Sponsor LLC 01/07/2021
Signature of Reporting Person Date
/s/ David Chene, as the principal of KLM GP LLC, the general partner of Kennedy Lewis Management LP 01/07/2021
Signature of Reporting Person Date
/s/ David Chene, as the principal of KLM GP LLC 01/07/2021
Signature of Reporting Person Date
/s/ David Chene 01/07/2021
Signature of Reporting Person Date
/s/ Darren Richman 01/07/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )As described in the issuer's registration statement on Form S-1 (File No. 333-251398) under the heading "Description of Securities - Founder Shares", the shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the issuer's initial business combination, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and has no expiration date.
( 2 )These shares represent Class B common stock held by KL Sponsor LLC, acquired pursuant to a subscription agreement by and between KL Sponsor LLC and the issuer. The Class B common stock owned by the reporting person includes up to 937,500 shares that are subject to forfeiture in the event the underwriters of the initial public offering of the issuer's securities do not exercise in full their over-allotment option as described in the issuer's registration statement.
( 3 )KL Sponsor LLC is the record holder of the shares of Class B common stock reported herein. Kennedy Lewis Management LP is the non-member manager of KL Sponsor LLC. KLM GP LLC is the general partner of Kennedy Lewis Management LP. David Chene and Darren Richman are the principals of KLM GP LLC, and have joint voting and dispositive power with respect to the shares of Class B common stock held by KL Sponsor LLC. Each of Messrs. Chene and Richman disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

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