CuriosityStream (CURI) Form 3 Software Acquisition / JONATHAN HUBERMAN 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^*

HUBERMAN JONATHAN

(Last) (First) (Middle)

1980 FESTIVAL PLAZA DRIVE, STE. 300

(Street)

LAS VEGAS NV 89135

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/19/2019

3. Issuer Name and Ticker or Trading Symbol
Software Acquisition Group Inc. [ SAQNU ]

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

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
CEO, CFO and Chairman

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	3,737,500(2)(3)	(1)	I	See Footnote(3)

Explanation of Responses:

1. As described in the issuer's registration statement on Form S-1 (File No. 333-234327) (the "Registration Statement") under the heading "Description of Securities--Founder Shares," the shares of Class B common stock, par value $0.0001 per share, will automatically be converted into shares of Class A common stock, par value $0.0001 per share, at the time of the issuer's initial business combination, or at any time prior thereto at the option of the holder, on a one-for-one basis, subject to certain adjustments described therein.

2. These shares represent Class B common stock held by Software Acquisition Holdings LLC (the "Sponsor") acquired pursuant to a subscription agreement by and between the Sponsor and the issuer. The Class B common stock owned by the Sponsor includes up to 487,500 shares that are subject to forfeiture in the event the underwriters of the issuer's initial public offering do not exercise in full their over-allotment option as described in the issuer's Registration Statement.

3. As a managing member of the Sponsor the reporting person may be deemed to share beneficial ownership of the shares of Class B common stock held directly by the Sponsor, and disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

	/s/ Jonathan S. Huberman	11/19/2019
	** 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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