Murray D Rode Form 3 BowX Acquisition / MURRAY D RODE 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^*

RODE MURRAY D

(Last) (First) (Middle)

C/O BOWX ACQUISITION CORP.

2400 SAND HILL RD., SUITE 200

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/04/2020

3. Issuer Name and Ticker or Trading Symbol
BowX Acquisition Corp. [ BOWXU ]

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

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
Co-Chief Executive Officer

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)

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	7,920,934(2)	(1)	I	By BowX Sponsor, LLC(4)
Class B Common Stock	(1)	(1)	Class A Common Stock	1,426,322(3)	(1)	D
Warrant(5)	(6)	(7)	Class A Common Stock	4,608,000	11.5	I	By BowX Sponsor, LLC(4)

Explanation of Responses:

1. The Class B common stock will automatically convert into shares of Class A common stock on a one-for-one basis, subject to adjustment. The Class B common stock has no expiration date.

2. Includes up to 1,052,974 shares of Class B common stock that may be forfeited if the underwriters in the Issuer's initial public offering do not exercise the over-allotment option in full.

3. Includes up to 194,882 shares of Class B common stock that may be forfeited if the underwriters in the Issuer's initial public offering do not exercise the over-allotment option in full.

4. These securities are owned directly by BowX Sponsor, LLC, the Issuer's sponsor, of which the reporting person is a managing member. Mr. Rode disclaims beneficial ownership of the securities held by the sponsor except to the extent of his pecuniary interest therein.

5. Includes warrants which, prior to the effective date of the registration statement relating ot the Issuer's initial public offering, the Issuer's sponsor irrevocably committed to purchase. Does not include up to 500,001 additional warrants which the sponsor irrevocably committed to purchase in the event the underwriters in the Issuer's initial public offering exercise the overallotment option in full. Also does not include 40,000 warrants which the reporting person irrevocably committed to purchase in the event the underwriters in the Issuer's initial public offering exercise the overallotment option in full.

6. The warrants will become exercisable on the later of 30 days after the completion of an initial business combination or August 7, 2021.

7. The warrants will expire five years after the completion of an initial business combination.

Remarks:

	/s/ Murray Rode	08/04/2020
	** 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 5 (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).
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