Charles McIntyre Form 3 EdtechX Holdings Acquisition / Charles McIntyre 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^*

McIntyre Charles

(Last) (First) (Middle)

C/O IBIS CAPITAL LIMITED

22 SOHO SQUARE

(Street)

LONDON X0 W1D 4NS

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/05/2018

3. Issuer Name and Ticker or Trading Symbol
EdtechX Holdings Acquisition Corp. [ EDTX ]

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

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
Executive Chairman and CIO

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)
Common Stock	1,156,250(1)	I	See Footnote(2)

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
Warrant	(3)	(4)	Common Stock	2,051,250(5)	11.5	I	See Footnote(2)

Explanation of Responses:

1. Includes up to 206,250 shares of common stock that may be forfeited if the underwriters in the Issuer's initial public offering do not exercise the overallotment option in full.

2. Represents securities held by IBIS Capital Sponsor LLC and IBIS Capital Sponsor II LLC. Mr. McIntyre is a managing member of such entities and shares voting and dispositive power over the shares held by such entities.

3. Each Warrant will become exercisable on the later of the completion of an initial business combination or twelve months from the closing of the Issuer's initial public offering.

4. Each Warrant will expire five years after the completion of an initial business combination.

5. Represents Warrants which, prior to the effective date of the registration statement relating to the Issuer's initial public offering, IBIS Capital Sponsor LLC and IBIS Capital Sponsor II LLC irrevocably committed to purchase. Does not include up to 330,000 additional Warrants which such entities irrevocably committed to purchase in the event the underwriters in the Issuer's initial public offering exercise the overallotment option in full.

Remarks:

	/s/ Charles McIntyre	10/05/2018
	** 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).
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