Sec Form 4 Filing - MARTIN R BRAD @ Riverview Acquisition Corp. - 2022-08-26

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
MARTIN R BRAD
2. Issuer Name and Ticker or Trading Symbol
Riverview Acquisition Corp. [ RVAC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chairman and CEO
(Last) (First) (Middle)
C/O RIVERVIEW ACQUISITION CORP. 700, COLONIAL ROAD, SUITE 101
3. Date of Earliest Transaction (MM/DD/YY)
08/26/2022
(Street)
MEMPHIS, TN38117
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
Common Stock 08/26/2022 C 4,925,000 A 4,925,000 I See Footnote( 1 )
Common Stock 08/26/2022 J 616,000 D 4,309,000 I See Footnote( 2 )
Common Stock 08/26/2022 J 1,700,000 A $ 10 6,009,000 D
Common Stock 08/26/2022 J 500,000 A $ 10 6,509,000 I See Footnote( 3 )
Common Stock 08/26/2022 J 6,509,000 D 0 I See Footnote( 4 )( 5 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MARTIN R BRAD
C/O RIVERVIEW ACQUISITION CORP. 700
COLONIAL ROAD, SUITE 101
MEMPHIS, TN38117
X X Chairman and CEO
Riverview Sponsor Partners, LLC
C/O RIVERVIEW ACQUISITION CORP. 700
COLONIAL ROAD, SUITE 101
MEMPHIS, TN38117
X
RBM Acquisition, LLC
C/O RIVERVIEW ACQUISITION CORP. 700
COLONIAL ROAD, SUITE 101
MEMPHIS, TN38117
X
RBM Investments, LLC
C/O RIVERVIEW ACQUISITION CORP. 700
COLONIAL ROAD, SUITE 101
MEMPHIS, TN38117
X
Signatures
/s/ R. Brad Martin 08/30/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These shares of common stock were acquired upon the automatic conversion into shares of the Issuer's common stock at the time of the business combination. Such shares are held directly by Riverview Sponsor Partners, LLC (the "Sponsor"). R. Brad Martin, the Chairman and Chief Executive Officer of the registrant, is the managing member of RBM Riverview, LLC, which is the managing member of the Sponsor. Mr. Martin has sole voting and dispositive control over the shares held by the Sponsor and may be deemed the beneficial owner of such shares. Mr. Martin disclaims beneficial ownership over any securities owned by the Sponsor in which he does not have any pecuniary interest.
( 2 )These shares of common stock were transferred at a price of $0.004 per share, pursuant to promote participation agreements, each dated as of April 4, 2022, by and among the Issuer, Riverview Sponsor Partners, LLC, and certain other entities party thereto.
( 3 )These shares of common stock were acquired pursuant to a subscription agreement, dated as of April 4, 2022, by and between the Issuer, the Sponsor, and RBM Investments, LLC, over which Mr. Martin may be deemed to exercise voting and investment control.
( 4 )The reporting person resigned as a director and an officer of the issuer and disposed of all issuer equity securities effective as of the consummation of the business combination and ceased to be a reporting person with respect to the issuer.
( 5 )Pursuant to the Transaction Agreement, by and among Riverview, Westrock Coffee Holdings, LLC, a Delaware limited liability company ("Westrock"), Origin Merger Sub I, Inc., a Delaware corporation and a wholly-owned subsidiary of Westrock and Origin Merger Sub II, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Westrock, dated April 4, 2022, each issued and outstanding share of the Issuer's common stock automatically converted into the right to receive Westrock common stock on a one-to-one basis.

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