Greene James H JR Form 4 Nebula Acquisition / ADAM CLAMMER ownership change

SEC Form 4

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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X

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^*

Nebula Holdings LLC

(Last) (First) (Middle)

FOUR EMBARCADERO CENTER

SUITE 2100

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Nebula Acquisition Corp [ NEBU ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/10/2020

4. 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 Acquired, Disposed of, or Beneficially Owned
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

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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	(1)	06/10/2020		D			6,775,000	(1)	(1)	Class A Common Stock	6,775,000	(1)	0	D

1. Name and Address of Reporting Person^*

Nebula Holdings LLC

(Last) (First) (Middle)

FOUR EMBARCADERO CENTER

SUITE 2100

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CLAMMER ADAM

(Last) (First) (Middle)

C/O NEBULA ACQUISITION CORPORATION

FOUR EMBARCADERO CENTER, SUITE 2100

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GREENE JAMES H JR

(Last) (First) (Middle)

C/O NEBULA ACQUISITION CORPORATION

FOUR EMBARCADERO CENTER, SUITE 2100

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

True Wind Capital GP, LLC

(Last) (First) (Middle)

C/O NEBULA ACQUISITION CORPORATION

FOUR EMBARCADERO CENTER, SUITE 2100

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

True Wind Capital, L.P.

(Last) (First) (Middle)

C/O NEBULA ACQUISITION CORPORATION

FOUR EMBARCADERO CENTER, SUITE 2100

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

Explanation of Responses:

1. In connection with the closing of the business combination between Nebula Acquisition Corporation (the "Issuer") and Open Lending, LLC, the Reporting Persons exchanged their Class B common stock, par value $0.0001 per share, of the Issuer for common stock, par value $0.01 per share, of the combined company, Open Lending Corporation. The Reporting Persons are no longer subject to the reporting requirements of Section 16 with respect to the Issuer's securities.

Remarks:

Co-Chairman and Co-Chief Executive Officer

	/s/ Adam Clammer, as managing member of True Wind Capital GP, LLC, the general partner of True Wind Capital, L.P., the managing member of Nebula Holdings, LLC	06/12/2020
	/s/ Adam Clammer, as managing member of True Wind Capital GP, LLC, the general partner of True Wind Capital, L.P.	06/12/2020
	/s/ Adam Clammer, as managing member of True Wind Capital GP, LLC	06/12/2020
	/s/ James Greene, Jr.	06/12/2020
	/s/ Adam Clammer	06/12/2020
	** Signature of Reporting Person	Date
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