Sec Form 4 Filing - Black Benjamin @ Osiris Acquisition Corp. - 2021-05-13

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
Black Benjamin
2. Issuer Name and Ticker or Trading Symbol
Osiris Acquisition Corp. [ OSI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
CEO & Director
(Last) (First) (Middle)
C/O APOLLO MANAGEMENT LP, 9 WEST 57TH STREET, 43RD FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
05/13/2021
(Street)
NEW YORK, NY10019
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 ) 05/13/2021 J( 2 ) 464,750 ( 2 ) ( 1 ) ( 1 ) Class A Common Stock, par value $0.0001 per share 464,750 ( 1 ) 5,164,625 ( 2 ) I See Footnote ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Black Benjamin
C/O APOLLO MANAGEMENT LP
9 WEST 57TH STREET, 43RD FLOOR
NEW YORK, NY10019
X CEO & Director
Signatures
/s/ Benjamin E. Black 05/17/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The shares of the Issuer's Class B common stock, par value $0.0001 per share (the "Class B Common Stock"), are convertible for the shares of the Issuer's Class A common stock, par value $0.0001 per share, as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-254997) (the "Registration Statement") and have no expiration date.
( 2 )On May 13, 2021, the Osiris Sponsor, LLC (the "Sponsor") forfeited 464,750 shares of the Class B Common Stock to the Issuer for no consideration in connection with a reduction in the size of the Issuer's initial public offering, resulting in the Sponsor holding 5,164,625 shares of the Class B Common Stock. The shares of the Class B Common Stock beneficially owned by the Reporting Persons include up to 697,125 shares of Class B Common Stock that are 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.
( 3 )Consists of shares held directly by the Sponsor. The Sponsor is managed by Fortinbras SPAC Holdings, LLC, a Delaware limited liability company. Fortinbras SPAC Holdings, LLC is managed by Fortinbras Enterprises LP, a Delaware limited partnership ("Fortinbras Enterprises"). Fortinbras Enterprises Holdings LLC, a Delaware limited liability company ("HoldCo") serves as the general partner of Fortinbras Enterprises. Benjamin E. Black is the sole member of HoldCo and as such may be deemed to have voting and dispositive control of the shares of our common stock held of record by Sponsor.

Remarks:
The reporting person is a member of a 10% group with Osiris Sponsor, LLC, Fortinbras SPAC Holdings, LLC, Fortinbras Enterprises LP, and Fortinbras Enterprises Holdings LLC.

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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