Sec Form 3 Filing - COHEN DANIEL G @ FTAC Parnassus Acquisition Corp. - 2021-03-11

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
COHEN DANIEL G
2. Issuer Name and Ticker or Trading Symbol
FTAC Parnassus Acquisition Corp. [ FTPA]
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 FTAC PARNASSUS ACQUISITION CORP., 2929 ARCH STREET, SUITE 1703
3. Date of Earliest Transaction (MM/DD/YY)
03/11/2021
(Street)
PHILADELPHIA, PA19104
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
Class A common shares 345,000 ( 1 ) ( 2 ) I By FTAC Parnassus Sponsor, LLC ( 3 )
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 shares ( 4 ) ( 4 ) ( 4 ) Class A common shares 1,480,000 ( 2 ) I By FTAC Parnassus Sponsor, LLC ( 3 )
Warrants $ 11.5 ( 5 ) ( 6 ) Class A common shares 86,250 ( 2 ) ( 7 ) I By FTAC Parnassus Sponsor, LLC ( 3 )
Class B common shares ( 4 ) ( 4 ) ( 4 ) Class A common shares 7,183,333 ( 2 ) ( 8 ) I By FTAC Parnassus Advisors, LLC ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
COHEN DANIEL G
C/O FTAC PARNASSUS ACQUISITION CORP.
2929 ARCH STREET, SUITE 1703
PHILADELPHIA, PA19104
X X
Signatures
/s/ Daniel G. Cohen 03/11/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These shares underlie 345,000 units of the issuer that FTAC Parnassus Sponsor, LLC has irrevocably committed to purchase.
( 2 )The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for any other purpose.
( 3 )These shares are held directly by the issuer's sponsors, FTAC Parnassus Sponsor, LLC and FTAC Parnassus Advisors, LLC, which are co-managed by the reporting person.
( 4 )The Class B common shares will automatically convert into Class A ordinary shares at the time of the issuer's initial business combination on a one-for-one basis, subject to certain adjustments described in the issuer's charter documents and have no expiration date.
( 5 )The warrants will become exercisable at the later of 30 days after the consummation of the issuer's initial business combination or 12 months from the completion of the issuer's initial public offering.
( 6 )The warrants will expire five years after the consummation of the issuer's initial business combination or earlier upon redemption of all of the issuer's outstanding Class A common shares or the issuer's liquidation.
( 7 )These warrants underlie 345,000 units of the issuer that FTAC Parnassus Sponsor, LLC has irrevocably committed to purchase.
( 8 )Includes up to 1,100,000 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.

Remarks:
Exhibit 24 - Power of Attorney

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