Greene James H JR Form 4 Bilander 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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^*

Bilander Holdings, LLC

(Last) (First) (Middle)

C/O BILANDER ACQUISITION CORPORATION

FOUR EMBARCADERO CENTER, SUITE 2100

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Bilander Acquisition Corp. [ TWCB ]

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)
05/09/2022

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)	05/09/2022		J(2)		8,334(2)		(1)	(1)	Class A common stock	8,334	(2)	5,542,198	D(3)

1. Name and Address of Reporting Person^*

Bilander Holdings, LLC

(Last) (First) (Middle)

C/O BILANDER ACQUISITION CORPORATION

FOUR EMBARCADERO CENTER, SUITE 2100

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Shipyard Advisors GP, LLC

(Last) (First) (Middle)

FOUR EMBARCADERO CENTER

SUITE 2100

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Shipyard Advisors, L.P.

(Last) (First) (Middle)

FOUR EMBARCADERO CENTER

SUITE 2100

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Bilander Aggregator, 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)

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)

FOUR EMBARCADERO CENTER, SUITE 2100

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

Explanation of Responses:

1. As described in the issuer's registration statement on Form S-1 (File No. 333-253419) under the heading "Principal Stockholders", the Class B common stock will automatically convert into shares of Class A common stock in three tranches after the issuer's initial business combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights. Shares of Class B common stock that are issued and outstanding on the ten year anniversary of issuer's initial business combination will be automatically forfeited for no consideration.

2. Represents shares of Class B common stock transferred back to the reporting persons for no consideration following the resignation of Alexi Wellman from the issuer's board of directors on May 9, 2022. Prior to this transfer, the reporting persons held 5,533,864 shares of Class B common stock as a result of its forfeiture of 132,801 shares of Class B of common stock in connection with the partial exercise of the over-allotment option granted by the issuer pursuant to the underwriting agreement for the issuer's initial public offering.

3. This Form 4 is being filed by Bilander Holdings, LLC, a Delaware limited liability company and sponsor of the issuer ("Sponsor"). Shipyard Advisors, L.P. ("Shipyard") is the managing member of Sponsor and Bilander Aggregator, LLC. Shipyard Advisors GP, LLC is the general partner of Shipyard. As the managing members of Shipyard Advisors GP, LLC, James H. Greene and Adam H. Clammer may be deemed to have or share beneficial ownership of the Class B common stock held directly by Sponsor. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

	/s/ Rufina Adams, as Attorney-in-Fact for Bilander Holdings, LLC	07/26/2022
	/s/ Rufina Adams, as Attorney-in-Fact for Shipyard Advisors GP, LLC	07/26/2022
	/s/ Rufina Adams, as Attorney-in-Fact for Shipyard Advisors, L.P.	07/26/2022
	/s/ Rufina Adams, as Attorney-in-Fact for Bilander Aggregator, LLC	07/26/2022
	/s/ Rufina Adams, as Attorney-in-Fact for Adam Clammer	07/26/2022
	/s/ Rufina Adams, as Attorney-in-Fact for James H. Greene Jr.	07/26/2022
	** 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.