Sec Form 3 Filing - Progress Capital I, LLC @ Progress Acquisition Corp. - 2021-02-08

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
Progress Capital I, LLC
2. Issuer Name and Ticker or Trading Symbol
Progress Acquisition Corp. [ PRGWU]
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)
50 MILK STREET, 16TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
02/08/2021
(Street)
BOSTON, MA02109
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 3,593,750 ( 1 ) ( 2 ) I ( 2 ) ( 3 ) See footnote ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Progress Capital I, LLC
50 MILK STREET, 16TH FLOOR
BOSTON, MA02109
X
Schlichting Warren
50 MILK STREET, 16TH FLOOR
BOSTON, MA02109
X X Chief Executive Officer
Gallagher Richard F
50 MILK STREET, 16TH FLOOR
BOSTON, MA02109
X Chief Financial Officer
Arslanian David J
50 MILK STREET, 16TH FLOOR
BOSTON, MA02109
X President
Signatures
Progress Capital I LLC, by Warren Schlichting, Authorized Signatory /s/ Warren Schlichting 02/08/2021
Signature of Reporting Person Date
/s/ Warren Schlichting 02/08/2021
Signature of Reporting Person Date
/s/ Richard Gallagher 02/08/2021
Signature of Reporting Person Date
/s/ David Arslanian 02/08/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )As described in the issuer's registration statement on Form S-1 (File No. 333-252084) (the "Registration Statement") under the heading "Description of Securities - Founder Shares", Class B common stock will automatically convert into Class A common stock at the time of the issuer's initial business combination, on a one-for-one basis, subject to certain adjustments described therein, and have no expiration date.
( 2 )The shares of Class B common stock held directly by Progress Capital I LLC (the "Sponsor") were acquired pursuant to a subscription agreement by and between the Sponsor and the issuer. The Class B ordinary shares owned by the Sponsor include up to 468,750 shares that are subject to forfeiture in the event the underwriters of the issuer's initial public offering do not exercise in full their over-allotment option, as described in the Registration Statement.
( 3 )Warren Schlichting, Chief Executive Officer and Director of the issuer, Richard Gallagher, Chief Financial Officer of the issuer, and David Arslanian, President of the issuer, are the managing members of the Sponsor and share voting and investment discretion with respect to the securities held directly by the Sponsor. As such, Messrs. Schlichting, Gallagher and Arslanian may be deemed to have indirect beneficial ownership of Class B ordinary shares held directly by the Sponsor. Messrs. Schlichting, Gallagher and Arslanian disclaim any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein.

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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