Cohen Betsy Z Form 3 FTAC Athena Acquisition / BETSY Z COHEN 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^*

COHEN BETSY Z

(Last) (First) (Middle)

C/O FTAC ATHENA ACQUISITION CORP.

2929 ARCH STREET, SUITE 1703

(Street)

PHILADELPHIA PA 19104

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/22/2021

3. Issuer Name and Ticker or Trading Symbol
FTAC Athena Acquisition Corp. [ FTAA ]

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

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

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)
Class A ordinary shares	560,000(1)(2)	I	By FTAC Athena Sponsor, LLC(3)

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 ordinary shares	(4)	(4)	Class A ordinary shares	2,340,000(2)	(4)	I	By FTAC Athena Sponsor, LLC(3)
Warrants	(5)	(6)	Class A ordinary shares	165,000(2)(7)	11.5	I	By FTAC Athena Sponsor, LLC(3)
Class B ordinary shares	(4)	(4)	Class A ordinary shares	6,313,333(2)(8)	(4)	I	By FTAC Athena Advisors, LLC(3)

Explanation of Responses:

1. These shares underlie 560,000 units of the issuer that FTAC Athena Sponsor, LLC has irrevocably committed to purchase.

2. The reporting person disclaims beneficial ownership of these securities, except to the extent of her pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for any other purpose.

3. These shares are held directly by the issuer's sponsors, FTAC Athena Sponsor, LLC and FTAC Athena Advisors, LLC, which are co-managed by the reporting person.

4. The Class B ordinary shares will automatically convert into Class A ordinary shares 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 have no expiration date.

5. The warrants will become exercisable at the later of 30 days after the consummation of the issuer's initial business combination or 12 months from the completion of the issuer's initial public offering.

6. The warrants will expire five years after the consummation of the issuer's initial business combination or earlier upon redemption of all of the issuer's outstanding Class A ordinary shares or the issuer's liquidation.

7. These warrants underlie 560,000 units of the issuer that FTAC Athena Sponsor, LLC has irrevocably committed to purchase.

8. Includes up to 1,100,000 shares that are subject to forfeiture in the event the underwriters of the issuer's initial public offering do not exercise in full their over-allotment option.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Amanda Abrams, attorney-in-fact	02/22/2021
	** 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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