Mason Capital Management Form 3/A Mason Industrial Technology / Michael E Martino 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^*

Martino Michael E

(Last) (First) (Middle)

110 E. 59TH STREET

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/28/2021

3. Issuer Name and Ticker or Trading Symbol
Mason Industrial Technology, Inc. [ MIT ]

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)
01/28/2021

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 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)

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 common stock	(1)	(1)	Class A common stock	12,190,625(3)	(1)	D(2)

1. Name and Address of Reporting Person^*

Martino Michael E

(Last) (First) (Middle)

110 E. 59TH STREET

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Mason Industrial Sponsor, LLC

(Last) (First) (Middle)

110 E. 59TH STREET

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Garschina Kenneth M.

(Last) (First) (Middle)

110 E. 59TH STREET

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MASON CAPITAL MANAGEMENT LLC

(Last) (First) (Middle)

110 E. 59TH STREET

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Mason Capital Master Fund, L.P.

(Last) (First) (Middle)

110 E. 59TH STREET

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Mason Management LLC

(Last) (First) (Middle)

110 EAST 59TH STREET

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

Explanation of Responses:

1. As described in the issuer's registration statement on Form S-1 (File No. 333-252051) under the heading "Description of Securities-Founder Shares," the Class B common stock, par value $0.0001 per share, of the issuer will automatically convert into Class A common stock, par value $0.0001 per share, of the issuer at the time of the issuer's initial business combination on a one-for-one basis, subject to certain adjustments, and have no expiration date.

2. In addition to Mason Industrial Sponsor, LLC, this Form 3/A is being filed jointly by Michael E. Martino, Kenneth Garschina, Mason Capital Management LLC ("Mason Capital"), Mason Management LLC and Mason Capital Master Fund, L.P. (collectively, the "Reporting Persons"). Mason Industrial Sponsor, LLC is managed by Mason Management LLC. Mason Capital is an affiliate of Mason Management LLC. Michael E. Martino and Kenneth M. Garschina are the managing principals of Mason Capital and the sole members of Mason Management LLC. Mason Capital, Mr. Martino and Mr. Garschina may be deemed to have indirect voting and dispositive power over the shares of Class A common stock held by Mason Industrial Sponsor, LLC. Each of Mason Management LLC, Mason Capital Master Fund, LP, Mason Capital, Mr. Martino and Mr. Garschina disclaims beneficial ownership over the securities owned by Mason Industrial Sponsor, LLC in which they do not have any pecuniary interest.

3. On January 29, 2021, Mason Industrial Sponsor, LLC forfeited 437,500 shares of Class B common stock in connection with the underwriters' exercise of the over-allotment option.

Remarks:

Exhibit 24.1 - Power of Attorney* Exhibit 24.2 - Power of Attorney* Exhibit 24.3 - Power of Attorney* Exhibit 24.4 - Power of Attorney** Exhibit 24.5 - Power of Attorney** Exhibit 24.6 - Power of Attorney** Previously filed * Filed herewith **

	/s/ James McGovern, attorney-in-fact for Michael E. Martino	02/08/2021
	/s/ James McGovern, attorney-in fact for Kenneth Garschina	02/08/2021
	/s/ James McGovern, attorney-in-fact for Mason Capital Management LLC	02/08/2021
	/s/ James McGovern, attorney-in-fact for Mason Industrial Sponsor, LLC	02/08/2021
	/s/ James McGovern, attorney-in-fact for Mason Capital Master Fund, L.P.	02/08/2021
	/s/ James McGovern, attorney-in-fact for Mason Management LLC	02/08/2021
	** Signature of Reporting Person	Date
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