| FORM 4 | 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 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Netfin Acquisition Corp. [ NFIN ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 11/10/2020 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | ||||||
| Class A Ordinary Shares | 11/10/2020 | J(1) | 681,000 | D | $10 | 0 | D(2) | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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 Ordinary Shares | (3) | 11/10/2020 | J(4) | 6,260,000 | (3) | (3) | Class A Ordinary Shares | 6,260,000 | (3) | 0 | D(2) | ||||
| Warrants | (5) | 11/10/2020 | J(6) | 681,000 | (5) | (5) | Class A Ordinary Shares | 681,000 | (5) | 0 | D(2) | ||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Pursuant to the terms of the Business Combination Agreement, dated as of July 29, 2020 and amended on August 28, 2020 (the "Business Combination Agreement"), by and among the Issuer, Triterras, Inc. (f/k/a Netfin Holdco) ("Triterras"), Netfin Merger Sub, Symphonia Strategic Opportunities Limited, IKON Strategic Holdings Fund and MVR Netfin LLC, as the Netfin Representative, each ordinary share of the Issuer ("Ordinary Shares") outstanding immediately prior to the closing (the "Closing") of the transaction contemplated by the Business Combination Agreement ("Business Combination") (excluding Ordinary Shares redeemed by holders of such shares pursuant to the terms of the Issuer's amended and restated memorandum and articles of association) converted into the right to receive one ordinary share of Triterras upon Closing. The Closing occurred on November 10, 2020. |
| 2. The securities are held directly by MVR Netfin LLC. Richard Maurer and Marat Rosenberg are the managers of MVR Netfin LLC and share voting and investment discretion with respect to the ordinary shares held by MVR Netfin LLC. |
| 3. The Class B ordinary shares are convertible for shares of the Issuer's Class A ordinary shares as described under the heading "Description of Securities" in the Issuer's registration statement on Form S-1 (File No. 333-240171) (the "Registration Statement") and have no expiration date |
| 4. Represents Class B ordinary shares held by MVR Netfin LLC that converted into ordinary shares of Triterras in connection with the Business Combination. |
| 5. The warrants will become exercisable 30 days after the completion of the Business Combination. The warrants will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. Upon conversion into warrants of Triterras in connection with the Business Combination, each whole warrant will entitle the holder thereof to purchase one ordinary share of Triterras at a price of $11.50 per share (subject to adjustment). |
| 6. Represents warrants underlying the 681,000 units purchased in connection with the Issuer's initial public offering which converted into the same number of warrants of Triterras in connection with the Business Combination. |
| /s/ Elliott Smith, Attorney-in-Fact for MVR Netfin LLC | 11/10/2020 | |
| /s/ Elliott Smith, Attorney-in-Fact for Richard Maurer | 11/10/2020 | |
| /s/ Elliott Smith, Attorney-in-Fact for Marat Rosenberg | 11/10/2020 | |
| ** 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 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
