Sec Form 3 Filing - Levine Zahavah @ Blue Whale Acquisition Corp I - 2021-08-03

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
Levine Zahavah
2. Issuer Name and Ticker or Trading Symbol
Blue Whale Acquisition Corp I [ BWCA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
PO BOX 1093, BOUNDARY HALL, CRICKET SQUARE
3. Date of Earliest Transaction (MM/DD/YY)
08/03/2021
(Street)
GRAND CAYMAN, E9KY1-1102
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
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 F ordinary shares $ 0 ( 1 ) ( 2 ) ( 3 ) ( 1 )( 2 )( 3 ) ( 1 )( 2 )( 3 ) Class A ordinary shares 9,600 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Levine Zahavah
PO BOX 1093, BOUNDARY HALL
CRICKET SQUARE
GRAND CAYMAN, E9KY1-1102
X
Signatures
/s/ Levine, Zahavah 08/03/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )As described in the issuer's registration statement on Form S-1 (File No. 333-257816) under the heading "Description of Securities--Founder Shares," on the first business day following the closing of the issuer's initial business combination, the Class F ordinary shares will automatically convert into a number of Class A ordinary shares at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Class F ordinary shares will equal, in the aggregate on an as-converted basis, equal to 10% of the sum of (i) the total number of all Class A ordinary shares issued and outstanding upon completion of this the issuer's initial public offering ("IPO") (including any over-allotment shares if the underwriters exercise their over-allotment option and without giving effect to any redemptions of any public shares in connection with the initial business combination),
( 2 )(Continued from Footnote 1) plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion of the Class F founder ordinary shares, plus (iii) unless waived by Blue Whale Sponsor I LLC, the total number of Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, in connection with or in relation to the consummation of the initial business combination,
( 3 )(Continued from Footnote 2) including any forward purchase shares, and excluding (x) any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial business combination and (y) any Class A ordinary shares issuable upon conversion of the Class G founder shares. If calculated based on the public shares outstanding as of immediately after the IPO, the Class F ordinary shares would be convertible (on the first day following the completion of our the issuer's business combination) into an aggregate of 2,222,222 Class A ordinary shares (assuming no exercise of the over-allotment option).

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