| 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*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 06/27/2018 | 3. Issuer Name and Ticker or Trading Symbol New Frontier Corp [ NFC.U ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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) | |||||||
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| 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) | Class A Ordinary Shares | 8,875,000(1)(2) | (1) | I(3) | See footnote. |
| Class B Ordinary Shares | (1) | (1) | Class A Ordinary Shares | 175,000(1) | (1) | I(4) | See footnote. |
| Explanation of Responses: |
| 1. The Class B Ordinary Shares are convertible for the Issuer's Class A Ordinary Shares as described under the heading "Description of Securities " in the Issuer's registration statement on Form S-1 (File No. 333-225421) and have no expiration date. |
| 2. Includes up to 862,500 Class B Ordinary Shares subject to forfeiture depending on the extent to which the underwriters' over-allotment option is exercised as described in the Issuer's registration statement. |
| 3. The securities are held directly by New Frontier Public Holding Ltd. The Reporting Person and Carl Wu share voting and dispositive power over the securities held by New Frontier Public Holding Ltd. The Reporting Person disclaims beneficial ownership over any securities owned by New Frontier Public Holding Ltd. other than to the extent of any pecuniary interest he may have therein, directly or indirectly. |
| 4. The securities are held directly by Carnival Investments Limited. The Reporting Person has voting and dispositive power over the securities held by Carnival Investments Limited. The Reporting Person disclaims beneficial ownership over any securities owned by such entity other than to the extent of any pecuniary interest he may have therein, directly or indirectly. |
| Remarks: |
| Exhibit 24.1 - Power of Attorney |
| /s/ Joel L. Rubinstein, Attorney-in-Fact | 06/27/2018 | |
| ** 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). | ||
| 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. | ||
