Sec Form 4 Filing - Provident Acquisition Holdings Ltd. @ Provident Acquisition Corp. - 2021-01-12

Insider filing report for Changes in Beneficial Ownership
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FORM 4
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
Provident Acquisition Holdings Ltd.
2. Issuer Name and Ticker or Trading Symbol
Provident Acquisition Corp. [ PAQCU]
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)
UNIT 11C/D, KIMLEY COMMERCIAL BUILDING, 142-146 QUEEN'S ROAD CENTRAL
3. Date of Earliest Transaction (MM/DD/YY)
01/12/2021
(Street)
HONG KONG, K300000
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
Private Placement Warrants ( 1 ) ( 2 ) ( 2 ) 01/12/2021 A 6,000,000 ( 1 ) ( 2 ) ( 2 )( 3 ) ( 2 )( 3 ) Class A Ordinary Shares 6,000,000 ( 1 ) 6,000,000 I See Footnotes ( 1 ) ( 2 ) ( 3 ) ( 6 ) ( 7 )
Class B Ordinary Shares ( 4 ) ( 5 ) ( 5 ) 01/12/2021 S 312,500 ( 4 ) ( 5 ) ( 5 ) ( 5 ) Class A Ordinary Shares 312,500 $ 0 ( 4 ) 5,327,500 I See Footnotes ( 4 ) ( 5 ) ( 6 ) ( 7 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Provident Acquisition Holdings Ltd.
UNIT 11C/D, KIMLEY COMMERCIAL BUILDING
142-146 QUEEN'S ROAD CENTRAL
HONG KONG, K300000
X X
Kartono Winato
UNIT 11C/D, KIMLEY COMMERCIAL BUILDING
142-146 QUEEN'S ROAD CENTRAL
HONG KONG, K300000
X
Beng Michael Aw Soon
UNIT 11C/D, KIMLEY COMMERCIAL BUILDING
142-146 QUEEN'S ROAD CENTRAL
HONG KONG, K300000
X
Hoffmann Andrew Joseph
UNIT 11C/D, KIMLEY COMMERCIAL BUILDING
142-146 QUEEN'S ROAD CENTRAL
HONG KONG, K300000
X
Signatures
By: /s/ Provident Acquisition Holdings Ltd., By: /s/ Michael Aw Soon Beng, Authorized Signatory 01/12/2021
Signature of Reporting Person Date
By: /s/ Winato Kartono 01/12/2021
Signature of Reporting Person Date
By: /s/ Michael Aw Soon Beng 01/12/2021
Signature of Reporting Person Date
By: /s/ Andrew Joseph Hoffmann 01/12/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to that certain Sponsor Warrants Purchase Agreement, dated January 7, 2021, by and between the Issuer and Provident Acquisition Holdings Ltd. (the "Sponsor"), the Sponsor purchased from the Issuer 6,000,000 warrants of the Issuer (each, a "Private Placement Warrant") for an aggregate purchase price of $6,000,000, as described in the Issuer's Registration Statement on Form S-1/A (File No. 333-251571) filed with the Securities and Exchange Commission on December 31, 2020 (the "Registration Statement").
( 2 )Each Private Placement Warrant is exercisable to purchase one Class A Ordinary Share of the Issuer ("Class A Share") at an exercise price of $11.50 per share. As described in the Registration Statement, the Private Placement Warrants are identical to the warrants sold in connection with the Issuer's initial public offering ("IPO"), except that the Private Placement Warrants, so long as they are held by the Sponsor or its permitted transferees, (i) will not be redeemable by the Issuer, (ii) may not (including the Class A Shares issuable upon exercise of such warrants), subject to certain limited exceptions, be transferred, assigned or sold by until 30 days after the completion of the Issuer's initial business combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights.
( 3 )The Private Placement Warrants will expire upon the 24-month anniversary of the closing of the Issuer's IPO if the Issuer's initial business combination is not been completed prior to such date.
( 4 )Reflects the transfer by the Sponsor of 312,500 Class B Ordinary Shares of the Issuer ("Class B Shares") to WF Asian Reconnaissance Fund Limited upon the closing of the Issuer's IPO for no cash consideration, as described in the Registration Statement.
( 5 )Reflects Class B Shares held by the Sponsor. Class B Shares will automatically convert into Class A Shares on a one-for-one basis (subject to certain adjustments, including for share sub-divisions, share capitalizations, reorganizations, recapitalizations and other transactions) concurrently with or immediately following the consummation of the Issuer's initial business combination, as described in the Registration Statement. The Class B Shares have no expiration date.
( 6 )Any actions (including voting and dispositive decisions) by the Sponsor with respect to the reported securities are made by the Board of Directors of the Sponsor, which consists of three individuals--Winato Kartono, Michael Aw Soon Beng and Andrew Joseph Hoffmann. Each director has one vote, and the approval of two of the three directors of the Sponsor's Board of Directors is required to approve any action of the Sponsor. Each of Messrs. Kartono, Beng and Hoffmann are also shareholders of the Sponsor and members of the Issuer's Board of Directors.
( 7 )Under the so-called "rule of three," if voting and dispositive decisions regarding an entity's securities are made by two or more individuals, and a voting and dispositive decision requires the approval of a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity's securities. Therefore, none of Messrs. Kartono, Beng or Hoffmann exercises voting or dispositive control over any of the securities held by the Sponsor, even those in which he holds any direct or indirect pecuniary interest. Accordingly, none of them are be deemed to have or share beneficial ownership over the reported securities, and the filing of this Form 4 shall not be deemed an admission that any of Messrs. Kartono, Beng or Hoffmann have or share beneficial ownership over the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise.

Remarks:
Exhibit 99 - Joint Filer Statement

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