| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol New Frontier Corp [ NFC.U ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 06/27/2018 | ||||||||||||||||||||||||||
| 4. 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 Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Ordinary Shares | 06/27/2018 | J(1) | 600,000 | A | $10 | 600,000 | I(2) | See Footnote(2) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class B Ordinary Shares | (3) | 06/27/2018 | J(4) | 575,000 | (3) | (3) | Class A Ordinary Shares | 575,000 | $0 | 9,450,000(5) | I(6) | See Footnote(6) | |||
| Explanation of Responses: |
| 1. The reported shares are included within 600,000 units purchased by the Reporting Person for $10.00 per unit in the Issuer's initial public offering. |
| 2. 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. |
| 3. 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. |
| 4. On June 27, 2018, in connection with the increase in the size of its initial public offering, the Issuer effected a share capitalization of its Class B Ordinary Shares. |
| 5. Includes 937,500 Class B Ordinary Shares that are subject to forfeiture depending on the extent to which the underwriters in the Issuer's initial public offering do not exercise their over-allotment option. |
| 6. 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. |
| /s/ Joel L. Rubinstein, Attorney-in-Fact | 06/29/2018 | |
| ** 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 4 (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. | ||
