Sec Form 3/A Filing - Sylebra Capital Ltd @ PureCycle Technologies, Inc. - 2022-03-17

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FORM 3/A
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
Sylebra Capital Ltd
2. Issuer Name and Ticker or Trading Symbol
PureCycle Technologies, Inc. [ PCT]
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)
28 HENNESSY ROAD, 20TH FLOOR, WAN CHAI
3. Date of Earliest Transaction (MM/DD/YY)
03/17/2022
(Street)
HONG KONG, K300000
4. If Amendment, Date Original Filed (MM/DD/YY)
03/24/2022
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
Common Stock 29,193,256 I See footnotes 1 & 2( 1 )( 2 )
Common Stock 142,900 I See footnote 3( 3 )
Common Stock 714,300 D( 4 )
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
Warrant to Purchase Common Stock $ 11.5 ( 5 ) ( 5 ) Common Stock 5,535,700 I See footnotes 1 & 2( 1 )( 2 )
Warrant to Purchase Common Stock $ 11.5 ( 5 ) ( 5 ) Common Stock 35,700 I See footnote 3( 3 )
Warrant to Purchase Common Stock $ 11.5 ( 5 ) ( 5 ) Common Stock 357,150 D( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Sylebra Capital Ltd
28 HENNESSY ROAD, 20TH FLOOR
WAN CHAI
HONG KONG, K300000
X
Gibson Daniel Patrick
28 HENNESSY ROAD, 20TH FLOOR
WAN CHAI
HONG KONG, K300000
X
Signatures
Matthew Whitehead 03/27/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Sylebra Capital Limited (Sylebra HK) is the investment sub-adviser to Sylebra Capital Partners Master Fund, Ltd. (SCP MF),Sylebra Capital Parc Master Fund (PARC MF), Sylebra Capital Menlo Master Fund (MENLO MF), and other advisory clients. Sylebra Capital Management (Sylebra Cayman) is the investment manager and parent of Sylebra HK. Sylebra Cayman owns 100% of the shares of Sylebra HK. Daniel Gibson (Mr. Gibson) owns 100% of the shares of Sylebra Cayman. In such capacities, Sylebra HK, Sylebra Cayman and Mr. Gibson may be deemed to share voting and dispositive power over the shares of common stock of the Issuer held by SCP MF, PARC MF, MENLO MF, and other advisory clients.
( 2 )These securities are held by SCP MF, PARC MF, MENLO MF, and other advisory clients. Sylebra HK, Sylebra Cayman and Mr. Gibson disclaim beneficial ownership of these securities, and this report shall not be deemed an admission that Sylebra HK, Sylebra Cayman and Mr. Gibson are the beneficial owners of such securities, except to the extent of their pecuniary interest, if any, therein.
( 3 )These securities are held by Gibson's Korner LLC. Mr. Gibson is the sole equity holder of Gibson's Korner LLC and may be deemed to share voting and dispositive power over the shares of common stock of the Issuer held by Gibson's Korner LLC. Mr. Gibson disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities, except to the extent of his pecuniary interest, if any, therein.
( 4 )These are owned by Mr. Gibson.
( 5 )The Class A Warrants become exercisable on the six-month anniversary of the issue date and expire on the four year anniversary of the issue date.

Remarks:
This Form 3 amendment is being filed to include Mr. Gibson's ownership - see footnotes 1 and 2.

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