Sec Form 3 Filing - HENNESSY DANIEL J @ Hennessy Capital Investment Corp. VI - 2021-09-28

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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
HENNESSY DANIEL J
2. Issuer Name and Ticker or Trading Symbol
Hennessy Capital Investment Corp. VI [ HCVI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
CHIEF EXECUTIVE OFFICER
(Last) (First) (Middle)
C/O HENNESSY CAPITAL INVESTMENT CORP. VI, 3415 N. PINES WAY, SUITE 204
3. Date of Earliest Transaction (MM/DD/YY)
09/28/2021
(Street)
WILSON, WY83014
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 ) ( 1 ) ( 1 ) Class A Common Stock 11,350,000 ( 2 ) I See footnote. ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
HENNESSY DANIEL J
C/O HENNESSY CAPITAL INVESTMENT CORP. VI
3415 N. PINES WAY, SUITE 204
WILSON, WY83014
X X CHIEF EXECUTIVE OFFICER
Hennessy Capital Partners VI LLC
3415 N. PINES WAY, SUITE 204
WILSON, WY83014
X
Hennessy Capital LLC
3415 N. PINES WAY, SUITE 204
WILSON, WY83014
X
Signatures
/s/ Daniel J. Hennessy 09/28/2021
Signature of Reporting Person Date
/s/ Daniel J. Hennessy, the Managing Member of Hennessy Capital Group LLC 09/28/2021
Signature of Reporting Person Date
/s/ Daniel J. Hennessy, the Managing Member of Hennessy Capital Group LLC, a Managing Member of Hennessy Capital Partners VI LLC 09/28/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )As described in the registrant's registration statement on Form S-1 (File No. 333-254062) under the heading "Description of Securities-Founder Shares," the shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the registrant's initial business combination on a one-for-one basis, subject to certain adjustments described therein and have no expiration date.
( 2 )These shares of Class B common stock are held by Hennessy Capital Partners VI LLC ("HCP"), acquired pursuant to a subscription agreement dated as of January 29, 2021 by and among HCP and the registrant. Daniel J. Hennessy, the Chairman of the Board and Chief Executive Officer of the registrant, is the sole managing member of Hennessy Capital Group LLC, a co-managing member of HCP. Mr. Hennessy has shared voting and dispositive control over the shares held by HCP and may be deemed the beneficial owner of such shares. These shares include an aggregate of 1,500,000 shares that are subject to forfeiture to the extent that the underwriters do not exercise their over-allotment option in connection with the registrant's initial public offering in full. Mr. Hennessy disclaims beneficial ownership over any securities owned by HCP in which he does not have any pecuniary interest.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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