Sec Form 3 Filing - Prospector Sponsor LLC @ Prospector Capital Corp. - 2021-01-07

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 Prospector Sponsor LLC 2. Issuer Name and Ticker or Trading Symbol Prospector Capital Corp. [ PRSR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) X __ Other (specify below) *Director by Deputization (Last) (First) (Middle) C/O PROSPECTOR CAPITAL CORP., 1250 PROSPECT STREET, SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 01/07/2021 (Street) LA JOLLA, CA92037 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 Ordinary Shares ( 1 ) ( 1 ) ( 1 ) Class A Ordinary Shares 8,625,000 D ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Prospector Sponsor LLC C/O PROSPECTOR CAPITAL CORP. 1250 PROSPECT STREET, SUITE 200 LA JOLLA, CA92037 X X *Director by Deputization ABERLE DEREK K C/O PROSPECTOR CAPITAL CORP. 1250 PROSPECT STREET, SUITE 200 LA JOLLA, CA92037 CEO, Director Stone Nick C/O PROSPECTOR CAPITAL CORP. 1250 PROSPECT STREET, SUITE 200 LA JOLLA, CA92037 CFO, Director ALTMAN STEVEN R C/O PROSPECTOR CAPITAL CORP. 1250 PROSPECT STREET, SUITE 200 LA JOLLA, CA92037 X Signatures /s/ Adam Berkaw, Attorney-in-Fact for Prospector Sponsor LLC 01/07/2021 Signature of Reporting Person Date /s/ Adam Berkaw, Attorney-in-Fact for Derek Aberle 01/07/2021 Signature of Reporting Person Date /s/ Adam Berkaw, Attorney-in-Fact for Nick Stone 01/07/2021 Signature of Reporting Person Date /s/ Adam Berkaw, Attorney-in-Fact for Steve Altman 01/07/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Class B ordinary shares are convertible for the Issuer's Class A ordinary shares as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-251523) (the "Registration Statement") and have no expiration date. The Class B ordinary shares beneficially owned by the Reporting Persons include up to 1,125,000 Class B ordinary shares subject to forfeiture to the Issuer depending on the extent to which the underwriters' over-allotment option is exercised in connection with the Issuer's initial public offering of units, as described in the Registration Statement. ( 2 )Prospector Sponsor LLC is the record holder of the securities reported herein. Derek Aberle, Nick Stone and Steve Altman are among the managing members of Prospector Sponsor LLC and share voting and investment discretion with respect to the securities held of record by Prospector Sponsor LLC. Each of the Messrs. Aberle, Stone and Altman disclaims any beneficial ownership of the securities held by Prospector Sponsor LLC other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

Remarks: See Exhibit 99.1 - Joint Filer Information, which is incorporated herein by reference and describes in further detail the relationships of the Reporting Persons to the Issuer. See Exhibits 24.1, 24.2, 24.3 and 24.4 - Powers of Attorney.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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