Sec Form 3 Filing - DEWALT DAVID G @ NightDragon Acquisition Corp. - 2021-03-01

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
DEWALT DAVID G
2. Issuer Name and Ticker or Trading Symbol
NightDragon Acquisition Corp. [ NDAC]
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)
101 2ND STREET, SUITE 1275
3. Date of Earliest Transaction (MM/DD/YY)
03/01/2021
(Street)
SAN FRANCISCO, CA98105
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 ( 1 ) ( 1 ) ( 1 ) CLASS A COMMON STOCK 8,625,000 ( 2 ) I Via NightDragon Acquisition Sponsor, LLC ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
DEWALT DAVID G
101 2ND STREET, SUITE 1275
SAN FRANCISCO, CA98105
X X
Signatures
Steve Simonian, Attorney in fact for David G. DeWalt 03/01/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )As described in the issuer's registration statement on Form S-1 (File No. 333-252909), as amended, under the heading "Description of Securities-Class B Common Stock", the shares of Class B common stock will convert into shares of the issuer's Class A common stock only upon the occurrence of certain triggering events, one of which will occur upon the consummation of the issuer's initial business combination, three of which will be based on shares of the issuer's Class A common stock trading at $12.00, $15.00 and $20.00 per share following the issuer's initial business combination, and one of which will be based upon a specified strategic transaction following the issuer's initial business combination if the effective price per share of the issuer's Class A common stock is at least equal to $12.00 in such transaction, in each case prior to the 10th anniversary of the issuer's initial business combination
( 2 )The shares of Class B common stock owned by the reporting person include up to 1,125,000 shares that are subject to forfeiture to the extent the underwriters of the issuer's initial public offering securities do not exercise in full their over-allotment option, as described in the issuer's above-referenced registration statement.
( 3 )NightDragon Acquisition Sponsor, LLC is controlled by the reporting person. Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the reporting person is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any equity securities in excess of its respective pecuniary interest.

Remarks:
Power of Attorney

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).
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