Sec Form 4 Filing - Weckwerth Martin @ Constellation Acquisition Corp I - 2021-01-29

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
Weckwerth Martin
2. Issuer Name and Ticker or Trading Symbol
Constellation Acquisition Corp I [ CSTA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
(Last) (First) (Middle)
181 WESTCHESTER AVENUE, SUITE 407A
3. Date of Earliest Transaction (MM/DD/YY)
01/29/2021
(Street)
PORT CHESTER, NY10573
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
Private Placement Warrant ( 1 ) ( 2 ) ( 2 ) 01/29/2021 A 1,455,511 ( 1 ) ( 2 )( 3 ) ( 2 )( 3 ) Class A Ordinary Shares 1,455,511 ( 1 ) 1,455,511 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Weckwerth Martin
181 WESTCHESTER AVENUE
SUITE 407A
PORT CHESTER, NY10573
Chief Financial Officer
Signatures
/s/ Martin Weckwerth 02/02/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to that certain Private Placement Warrants Purchase Agreement, dated January 26, 2021, by and between the Issuer and the undersigned parties thereto, the Reporting Person acquired from the Issuer 1,455,511 warrants of the Issuer (each, a "Private Placement Warrant") for an aggregate purchase price of $2,183,266.50, as described in the Issuer's Registration Statement on Form S-1 (File No. 333-251974) filed with the Securities and Exchange Commission on January 22, 2021 (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, (i) will not be redeemable by the Issuer, except as described in the Registration Statement, (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 has not been completed prior to such date.

Remarks:
The Reporting Person controls W Beteiligungen GmbH, which is a non-controlling shareholder of Constellation Sponsor GmbH & Co. KG (the "Sponsor") and the Reporting Person does not otherwise have or share investment control over any securities held by the Sponsor. Accordingly, pursuant to Rule 16a-1(a)(2)(iii), the Reporting Person is not deemed to be the beneficial owner of any of the securities held by the Sponsor.

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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