Michael Gregory OHara Form 3 GO Acquisition / Michael Gregory OHara 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^*

OHara Michael Gregory

(Last) (First) (Middle)

C/O GO ACQUISITION CORP.

450 W. 14TH STREET

(Street)

NEW YORK NY 10014

(City) (State) (Zip)

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

3. Issuer Name and Ticker or Trading Symbol
GO Acquisition Corp. [ GOAC ]

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	14,300,000(2)(3)	(1)	I	See footnote(3)

Explanation of Responses:

1. The shares of Class B common stock have no expiration date and will automatically convert into shares of Class A common stock at the time of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment as set forth in the Issuer's registration statement on Form S-1 (File No. 333-239572).

2. Includes up to 1,875,000 shares subject to forfeiture depending on the extent to which the underwriters' over-allotment option is exercised, if at all.

3. The shares are held directly by GO Acquisition Founder LLC (the "Sponsor"). The Sponsor is managed by the Reporting Person and Noam Gottesman. Accordingly, the Reporting Person and Mr. Gottesman share voting and dispositive power over the shares held by the Sponsor and may be deemed to beneficially own such shares. Certain of the Issuer's other officers, or trusts formed for the benefit of one or more family members of such persons, directly or indirectly own membership interests in the Sponsor and, as a result thereof, hold direct or indirect economic interests in the Sponsor and pecuniary interests in certain of the securities held by the Sponsor. Each of the Reporting Person, Mr. Gottesman and such other officers disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

Remarks:

See Exhibit 24.1 - Power of Attorney

	/s/ Alan I. Annex, Attorney-in-Fact	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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