Smulyan Jeffrey H Form 3 Monument Circle Acquisition / JEFFREY H SMULYAN ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

SMULYAN JEFFREY H

(Last) (First) (Middle)

ONE EMMIS PLAZA

40 MONUMENT CIRCLE, SUITE 700

(Street)

INDIANAPOLIS IN 46204

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/13/2021

3. Issuer Name and Ticker or Trading Symbol
Monument Circle Acquisition Corp. [ MON ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
Chairman & CEO

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B common stock, par value $0.0001 per share	(1)	(1)	Class A common stock, par value $0.0001 per share	6,192,500	(1)	I	See footnote(2)

1. Name and Address of Reporting Person^*

SMULYAN JEFFREY H

(Last) (First) (Middle)

ONE EMMIS PLAZA

40 MONUMENT CIRCLE, SUITE 700

(Street)

INDIANAPOLIS IN 46204

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

EMMIS OPERATING CO

(Last) (First) (Middle)

ONE EMMIS PLAZA

40 MONUMENT CIRCLE, SUITE 700

(Street)

INDIANAPOLIS IN 46204

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Monument Circle Sponsor LLC

(Last) (First) (Middle)

ONE EMMIS PLAZA

40 MONUMENT CIRCLE, SUITE 700

(Street)

INDIANAPOLIS IN 46204

(City) (State) (Zip)

Explanation of Responses:

1. The shares of Class B Common Stock are convertible into the Issuer's Class A Common Stock on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described under the heading "Description of Securities-Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-251627). The shares of Class B Common Stock have no expiration date.

2. Emmis Operating Company, which is the managing member of Monument Circle Sponsor LLC, is wholly-owned by Emmis Communications of which Jeffrey H. Smulyan holds the majority of voting power.

Remarks:

Exhibit 24.1 Power of Attorney

	/s/ Jeffrey H. Smulyan	01/13/2021
	Emmis Operating Co, /s/ J. Scott Enright, Authorized Signatory	01/13/2021
	Monument Circle Sponsor LLC, by: Emmis Operating Company, /s/ J. Scott Enright, Authorized Signatory	01/13/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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