Sec Form 4 Filing - Bilander Holdings, LLC @ Bilander Acquisition Corp. - 2022-05-09

Insider filing report for Changes in Beneficial Ownership
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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
Bilander Holdings, LLC
2. Issuer Name and Ticker or Trading Symbol
Bilander Acquisition Corp. [ TWCB]
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)
C/O BILANDER ACQUISITION CORPORATION, FOUR EMBARCADERO CENTER, SUITE 2100
3. Date of Earliest Transaction (MM/DD/YY)
05/09/2022
(Street)
SAN FRANCISCO, CA94111
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 ) 05/09/2022 J( 2 ) 8,334( 2 ) ( 1 ) ( 1 ) Class A common stock 8,334 ( 2 ) 5,542,198 D( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Bilander Holdings, LLC
C/O BILANDER ACQUISITION CORPORATION
FOUR EMBARCADERO CENTER, SUITE 2100
SAN FRANCISCO, CA94111
X
Shipyard Advisors GP, LLC
FOUR EMBARCADERO CENTER
SUITE 2100
SAN FRANCISCO, CA94111
X
Shipyard Advisors, L.P.
FOUR EMBARCADERO CENTER
SUITE 2100
SAN FRANCISCO, CA94111
X
Bilander Aggregator, LLC
FOUR EMBARCADERO CENTER, SUITE 2100
SAN FRANCISCO, CA94111
X
CLAMMER ADAM
FOUR EMBARCADERO CENTER, SUITE 2100
SAN FRANCISCO, CA94111
X
GREENE JAMES H JR
FOUR EMBARCADERO CENTER, SUITE 2100
SAN FRANCISCO, CA94111
X
Signatures
/s/ Rufina Adams, as Attorney-in-Fact for Bilander Holdings, LLC 07/26/2022
Signature of Reporting Person Date
/s/ Rufina Adams, as Attorney-in-Fact for Shipyard Advisors GP, LLC 07/26/2022
Signature of Reporting Person Date
/s/ Rufina Adams, as Attorney-in-Fact for Shipyard Advisors, L.P. 07/26/2022
Signature of Reporting Person Date
/s/ Rufina Adams, as Attorney-in-Fact for Bilander Aggregator, LLC 07/26/2022
Signature of Reporting Person Date
/s/ Rufina Adams, as Attorney-in-Fact for Adam Clammer 07/26/2022
Signature of Reporting Person Date
/s/ Rufina Adams, as Attorney-in-Fact for James H. Greene Jr. 07/26/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )As described in the issuer's registration statement on Form S-1 (File No. 333-253419) under the heading "Principal Stockholders", the Class B common stock will automatically convert into shares of Class A common stock in three tranches after the issuer's initial business combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights. Shares of Class B common stock that are issued and outstanding on the ten year anniversary of issuer's initial business combination will be automatically forfeited for no consideration.
( 2 )Represents shares of Class B common stock transferred back to the reporting persons for no consideration following the resignation of Alexi Wellman from the issuer's board of directors on May 9, 2022. Prior to this transfer, the reporting persons held 5,533,864 shares of Class B common stock as a result of its forfeiture of 132,801 shares of Class B of common stock in connection with the partial exercise of the over-allotment option granted by the issuer pursuant to the underwriting agreement for the issuer's initial public offering.
( 3 )This Form 4 is being filed by Bilander Holdings, LLC, a Delaware limited liability company and sponsor of the issuer ("Sponsor"). Shipyard Advisors, L.P. ("Shipyard") is the managing member of Sponsor and Bilander Aggregator, LLC. Shipyard Advisors GP, LLC is the general partner of Shipyard. As the managing members of Shipyard Advisors GP, LLC, James H. Greene and Adam H. Clammer may be deemed to have or share beneficial ownership of the Class B common stock held directly by Sponsor. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

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