Hu Fred Form 3 Primavera Capital Acquisition / Fred Hu 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^*

Primavera Capital Acquisition Corp.

(Last) (First) (Middle)

C/O PRIMAVERA CAPITAL ACQUISITION CORP

41/F GLOUCESTER TWR 15 QUEENS RD CENTRAL

(Street)

HONG KONG K3 -

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/21/2021

3. Issuer Name and Ticker or Trading Symbol
Primavera Capital Acquisition Corp. [ PV ]

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

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

5. 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 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 ordinary shares(1)	(1)	(1)	Class A ordinary shares	9,289,375(1)(2)(3)	(1)	I	See Footnote(1)(2)(3)

1. Name and Address of Reporting Person^*

Primavera Capital Acquisition Corp.

(Last) (First) (Middle)

C/O PRIMAVERA CAPITAL ACQUISITION CORP

41/F GLOUCESTER TWR 15 QUEENS RD CENTRAL

(Street)

HONG KONG K3 -

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Hu Fred

(Last) (First) (Middle)

C/O PRIMAVERA CAPITAL ACQUISITION CORP

41/F GLOUCESTER TWR 15 QUEENS RD CENTRAL

(Street)

HONG KONG K3 -

(City) (State) (Zip)

Explanation of Responses:

1. As described in the issuer's registration statement on Form S-1 (File No. 333-251917) (the "Registration Statement") under the heading "Description of Securities - Founder Shares", the Class B ordinary shares will automatically convert into Class A ordinary shares on a one-for-one basis concurrently with or immediately following the consummation of the issuer's initial business combination, subject to certain adjustments for share splits, share capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights. The Class B ordinary shares have no expiration date.

2. Reflects Class B ordinary shares directly held by Primavera Capital Acquisition LLC ("Sponsor"). Fred Hu is the sole manager of Sponsor and has sole voting and investment power with respect to the Class B ordinary shares held by Sponsor. Mr. Hu disclaims beneficial ownership of the Class B ordinary shares held by Sponsor except to the extent of his pecuniary interest therein.

3. Up to 1,125,000 Class B ordinary shares reported herein are subject to forfeiture to the issuer in the event the underwriters of the initial public offering of the issuer's securities do not exercise in full their over-allotment option, as described in the Registration Statement.

Remarks:

Exhibit List - Exhibit 24.1 - Power of Attorney for Primavera Capital Acquisition LLC, Exhibit 24.2 - Power of Attorney for Fred Hu, Exhibit 99.1 - Joint Filer Statement

	By: Primavera Capital Acquisition LLC, By: /s/ Tong Chen, authorized signatory	01/21/2021
	By: Fred Hu, By: /s/ Tong Chen, as attorney-in-fact for Fred Hu	01/21/2021
	** 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).
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