Sec Form 3 Filing - Klein Michael Stuart @ Churchill Capital Corp VII - 2021-02-11

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
Klein Michael Stuart
2. Issuer Name and Ticker or Trading Symbol
Churchill Capital Corp VII [ CVII]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
See Remarks
(Last) (First) (Middle)
640 5TH AVENUE, 12TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
02/11/2021
(Street)
NEW YORK, NY10019
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, par value $0.0001 per share ( 1 ) ( 1 ) ( 1 ) Class A common stock, par value $0.0001 per share 34,500,000 I See Footnotes ( 1 ) ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Klein Michael Stuart
640 5TH AVENUE, 12TH FLOOR
NEW YORK, NY10019
X X See Remarks
M. Klein Associates, Inc.
640 FIFTH AVENUE, 12TH FLOOR
NEW YORK, NY10019
X
Churchill Sponsor VII LLC
640 FIFTH AVENUE, 12TH FLOOR
NEW YORK, NY10019
X
Signatures
/s/ Michael Klein 02/11/2021
Signature of Reporting Person Date
M. KLEIN ASSOCIATES, INC., Name: Jay Taragin, Title: Authorized Person: /s/ Jay Taragin 02/11/2021
Signature of Reporting Person Date
Churchill Sponsor VI LLC, by: M. Klein Associates, Inc., its manager, Name: Jay Taragin, Title: Authorized Person: /s/ Jay Taragin 02/11/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reported shares of Churchill Capital Corp VII (the "Issuer") are directly held by Churchill Sponsor VII LLC and include 4,500,000 shares of Class B Shares that are subject to forfeiture if the underwriters of the Issuer's initial public offering do not exercise in full an option granted to them to cover over-allotments. Pursuant to the Issuer's Amended and Restated Certificate of Incorporation, the Class B Shares will automatically convert into shares of Class A common stock, par value $0.0001 per share, of the Issuer at the time of the Issuer's initial business combination on a one-for-one basis, subject to adjustment as described under the heading "Description of Securities- Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-252006). The shares of Class B common stock have no expiration date.
( 2 )Michael Klein is the controlling stockholder of M. Klein Associates, Inc., which is the managing member of Churchill Sponsor VI LLC.

Remarks:
Chief Executive Officer, President and Chairman of the Board of Directors

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).

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