Sec Form 3 Filing - Compute Health Sponsor LLC @ Compute Health Acquisition Corp. - 2021-02-04

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
Compute Health Sponsor LLC
2. Issuer Name and Ticker or Trading Symbol
Compute Health Acquisition Corp. [ CPUH]
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)
1105 NORTH MARKET STREET, SUITE 1300
3. Date of Earliest Transaction (MM/DD/YY)
02/04/2021
(Street)
WILMINGTON,, DE19801
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 21,562,500 D ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Compute Health Sponsor LLC
1105 NORTH MARKET STREET, SUITE 1300
WILMINGTON,, DE19801
X X
ISHRAK OMAR
1105 NORTH MARKET STREET, SUITE 1300
WILMINGTON,, DE19801
X X Chairman
Nehme Jean
1105 NORTH MARKET STREET, SUITE 1300
WILMINGTON,, DE19801
X X Co-CEO
Fink Joshua A
1105 NORTH MARKET STREET, SUITE 1300
WILMINGTON,, DE19801
X X Co-CEO, CFO
Signatures
Compute Health Sponsor LLC, By: /s/ Joshua Fink, Co-Chief Executive Officer 02/04/2021
Signature of Reporting Person Date
Omar Ishrak, By: /s/ Joshua Fink, as attorney-in-fact 02/04/2021
Signature of Reporting Person Date
Jean Nehme, By: /s/ Joshua Fink, as attorney-in-fact 02/04/2021
Signature of Reporting Person Date
Joshua Fink, By: /s/ Joshua Fink 02/04/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )As described in the issuer's registration statement on Form S-1 (File No. 333-252245) under the heading "Description of Securities--Founder Shares," the shares of Class B common stock, par value $0.0001 per share, of the issuer 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, or earlier at the option of the holder, on a one-for-one basis, subject to certain adjustment, and have no expiration date. Includes 2,812,500 shares of Class B common stock that are subject to forfeiture if the underwriters of the issuer's initial public offering do not exercise in full its option to purchase additional units.
( 2 )The reporting owner, Compute Health Sponsor LLC (the "Sponsor"), in whose name the securities reported herein are held, is managed by its managing members, Omar Ishrak, Jean Nehme and Joshua Fink. Each of the Reporting Persons may be deemed a beneficial owner of shares held by the Sponsor but each (other than the Sponsor) disclaims beneficial ownership of any such shares except to the extent of its respective pecuniary interest therein.

Remarks:
Exhibit 24.1 - Powers of Attorney. Omar Ishrak, Jean Nehme and Joshua Fink serve on the board of directors of Compute Health Acquisition Corp. For the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, Compute Health Sponsor LLC may be deemed a director by deputization with respect to the issuer on the basis of Drs. Ishrak and Nehme's and Mr. Fink's service on the issuer's 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).
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