Sec Form 3 Filing - Freedom Acquisition I LLC @ Freedom Acquisition I Corp. - 2021-02-25

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Freedom Acquisition I LLC
2. Issuer Name and Ticker or Trading Symbol
Freedom Acquisition I Corp. [ FACT.U]
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)
14 WALL STREET, 20TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
02/25/2021
(Street)
NEW YORK, NY10005
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 ordinary shares ( 1 ) ( 2 ) ( 1 ) ( 2 ) ( 1 )( 2 ) ( 1 )( 2 ) Class A ordinary shares ( 1 ) ( 2 ) 8,542,500 ( 1 ) ( 2 ) D ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Freedom Acquisition I LLC
14 WALL STREET, 20TH FLOOR
NEW YORK, NY10005
X
Signatures
/s/ Adam Gishen, authorized signatory 02/25/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These shares represent Class B ordinary shares held by the reporting person, acquired pursuant to a securities purchase agreement by and between the reporting person and the issuer. The Class B ordinary shares owned by the reporting person includes up to 1,125,000 Class B ordinary shares that are subject to forfeiture in the event the underwriters of the initial public offering of the issuer's securities do not exercise in full their over-allotment option as described in the issuer's registration statement on Form S-1 (File No. 333-252940) filed with the Securities and Exchange Commission on February 10, 2021, as amended (the "Registration Statement").
( 2 )The Class B Shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the issuer's initial business combination on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, as described in the section entitled "Description of Securities" in the issuer's Registration Statement. The Class B ordinary shares have no expiration date.
( 3 )These shares are held of record by Freedom Acquisition I LLC. Freedom Acquisition I LLC's three managers are Tidjane Thiam, Adam Gishen and Abhishek Bhatia. The approval of two of the three members of the board of managers is required to approve an action of Freedom Acquisition I LLC. Accordingly, none of these three managers will be deemed to have or share beneficial ownership of these shares and, for the avoidance of doubt, each expressly disclaims any such beneficial ownership.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.