| 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 FTAC Emerald Acquisition Corp. [ EMLDU ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 01/14/2022 | ||||||||||||||||||||||||||
| 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 Common Stock, par value $0.0001(1) | 01/14/2022 | 01/14/2022 | P | 86,081(2) | A | (2) | 976,081(2) | I | By Emerald ESG Sponsor, LLC | |
| 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 Common Stock, par value $0.0001(1) | (3) | 01/14/2022 | J(4) | 60,598(4) | (3) | (3) | Class A Common Stock | 60,598(4) | $0 | 4,349,402 | I | By Emerald ESG Sponsor, LLC | |||
| Class B Common Stock, par value $0.0001(1) | (3) | 01/14/2022 | J(5) | 87,594(5) | (3) | (3) | Class A Common Stock | 87,594(5) | $0 | 4,265,739 | I | By Emerald ESG Advisors, LLC | |||
| Explanation of Responses: |
| 1. The Reporting Person is the managing member of each of Emerald ESG Sponsor, LLC, a Delaware limited liability company ("Sponsor"), and Emerald ESG Advisors, LLC, a Delaware limited liability company ("Advisors"). As such, the Reporting Person has voting and investment discretion with respect to the common stock held of record by Sponsor and Advisors, and may be deemed to have beneficial ownership of the common stock held directly by each of Sponsor and Advisors, and disclaims any beneficial ownership of the reported common stock other than to the extent of any pecuniary interest she may have therein, directly or indirectly. |
| 2. Sponsor purchased 86,081 units of FTAC Emerald Acquisition Corp. (the "Issuer") in a private placement that closed in connection with the underwriter's partial exercise of its over-allotment option, for an aggregate purchase price of $860,810. Each unit consists of one share of the Issuer's Class A Common Stock, par value $0.0001, and one-half of one redeemable warrant, as described under the heading "Description of Securities - Units - Placement Units" in the Issuer's registration statement on Form S-1 (File No. 333-261254). |
| 3. The Class B common stock will automatically convert into Class A common stock at the time of the Issuer's initial business combination on a one-for-one basis, subject to certain adjustments described in the Issuer's charter documents and has no expiration date. |
| 4. 60,598 shares of Class B common stock were forfeited by Sponsor to the Issuer for no consideration and cancelled because the underwriters for the Issuer's initial public offering partially exercised their over-allotment option. |
| 5. 87,594 shares of Class B common stock were forfeited by Advisors to the Issuer for no consideration and cancelled because the underwriters for the Issuer's initial public offering partially exercised their over-allotment option. |
| /s/ Betsy Cohen | 01/19/2022 | |
| ** 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. | ||
