Sanjeev K Mehra Form 3 Periphas Capital Partnering / SANJEEV K MEHRA 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^*

MEHRA SANJEEV K

(Last) (First) (Middle)

667 MADISON AVENUE, 15TH FLOOR

(Street)

NEW YORK NY 10065

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/09/2020

3. Issuer Name and Ticker or Trading Symbol
Periphas Capital Partnering Corp [ PCPC ]

4. 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

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

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

X	Form filed by One Reporting Person
	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 F common stock	(1)	(1)	Class A common stock	690,000(2)	(1)	I(4)	By PCPC Holdings, LLC
Class B common stock	(3)	(3)	Class A common stock	120,000	(3)	I(4)	By PCPC Holdings, LLC

Explanation of Responses:

1. As described in the issuer's registration statement on Form S-1 (File No. 333-249729) under the heading "Description of Securities-Founder Shares", the shares of Class F common stock, par value $0.0001, will automatically convert into shares of Class A common stock, par value $0.0001, of the issuer at the time of the issuer's initial partnering transaction on a one-for-one basis, subject to adjustment for share splits, share capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.

2. The shares of Class F common stock owned by the reporting person include up to 90,000 shares that are subject to forfeiture to the extent the underwriters of the initial public offering of the issuer's securities do not exercise in full their over-allotment option as described in the issuer's registration statement.

3. As described in the issuer's registration statement on Form S-1 (File No. 333-249729) under the heading "Description of Securities-Performance Shares", a portion of the shares of Class B common stock, par value $0.0001, will automatically convert into shares of Class A common stock, par value $0.0001, of the issuer on the last day of each fiscal year following consummation of the partnering transaction, depending on a number of factors including, but not limited to, the per price share of the issuer's shares of Class A common stock, as described under the heading "Description of Securities-Performance Shares".

4. The securities reported herein are held by PCPC Holdings, LLC (the "Sponsor"). The reporting person indirectly controls the Sponsor, and as such has voting and investment discretion with respect to the securities held by the Sponsor and may be deemed to have beneficial ownership of the securities held directly by the Sponsor. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.

Remarks:

	/s/ Sanjeev Mehra	12/09/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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