Sec Form 4 Filing - G&P Sponsor, LLC @ G&P Acquisition Corp. - 2021-04-24

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 G&P Sponsor, LLC 2. Issuer Name and Ticker or Trading Symbol G&P Acquisition Corp. [ GAPA] 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) C/O G&P ACQUISITION CORP., 222 BELLEVUE AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 04/24/2021 (Street) NEWPORT, RI02840 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 ) 04/24/2021 J( 2 ) 656,250 ( 2 ) ( 1 ) ( 1 ) Class A Common Stock 656,250 $ 0 4,300,000 ( 2 ) D ( 3 ) ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other G&P Sponsor, LLC C/O G&P ACQUISITION CORP. 222 BELLEVUE AVENUE NEWPORT, RI02840 X X SCHORSCH NICHOLAS S C/O G&P ACQUISITION CORP. 222 BELLEVUE AVENUE NEWPORT, RI02840 X X Signatures /s/ Michael R. Anderson, as Authorized Signatory 04/26/2021 Signature of Reporting Person Date /s/ Michael R. Anderson, as attorney-in-fact for Nicholas S. Schorsch 04/26/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )As described under the heading "Description of Securities--Founder Shares" in the Issuer's Registration Statement on Form S-1 (File No. 333-253089) (the "Registration Statement"), the shares of the Issuer's Class B common stock, par value $0.0001 per share (the "Class B Common Stock"), are automatically convertible into shares of the Issuer's Class A common stock, par value $0.0001 per share, at the time of the Issuer's initial business combination, or at any time prior thereto at the option of the holder, on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, and have no expiration date. ( 2 )On April 24, 2021, G&P Sponsor, LLC (the "Sponsor") forfeited at no cost 656,250 shares of the Class B Common Stock in connection with the determination by the underwriters of the Issuer's initial public offering not to exercise the over-allotment option granted to them. ( 3 )The Sponsor is the record holder of the securities reported herein. Mr. Schorsch is the managing member of the Sponsor and has voting and investment discretion with respect to the securities held of record by the Sponsor. ( 4 )Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

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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