Daniel Barcelo Form 3 Alussa Energy Acquisition / Daniel Barcelo 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^*

Barcelo Daniel

(Last) (First) (Middle)

C/O ALUSSA ENERGY ACQUISITION CORP.

PO BOX 500, 71 FORT STREET

(Street)

GRAND CAYMAN E9 KY1-1106

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/25/2019

3. Issuer Name and Ticker or Trading Symbol
Alussa Energy Acquisition Corp. [ ALUS.U ]

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 and President

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)	Class A Ordinary Shares	7,187,500	(1)	I	See Footnote(2)(3)(4)

1. Name and Address of Reporting Person^*

Barcelo Daniel

(Last) (First) (Middle)

C/O ALUSSA ENERGY ACQUISITION CORP.

PO BOX 500, 71 FORT STREET

(Street)

GRAND CAYMAN E9 KY1-1106

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Alussa Energy Sponsor LLC

(Last) (First) (Middle)

C/O ALUSSA ENERGY ACQUISITION CORP.

PO BOX 500, 71 FORT STREET

(Street)

GRAND CAYMAN E9 KY1-1106

(City) (State) (Zip)

Explanation of Responses:

1. As described in the registrant's registration statement on Form S-1 (File No. 333-234440) under the heading "Description of Securities--Founder Shares", the Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for share splits, share capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights and has no expiration date.

2. These shares represent Class B ordinary shares held by Alussa Energy Sponsor LLC (the "Sponsor") acquired pursuant to a subscription agreement dated as of June 14, 2019 by and between the Sponsor and the registrant (the "Subscription Agreement"), which, in October 2019, were subject to a share dividend satisfied by way of issuance of 0.125 of a share for each Class B ordinary share issued pursuant to the Subscription Agreement and which, in November 2019, were subject to a share dividend by way of issuance of 0.111111 of a share for each Class B ordinary share issued pursuant to the Subscription Agreement. Daniel Barcelo, the Chief Executive Officer and President of the registrant, is the managing member of the Sponsor.

3. Mr. Barcelo has sole voting and dispositive control over the shares held by the Sponsor and may be deemed the beneficial owner of such shares. These shares include an aggregate of 937,500 shares that are subject to forfeiture to the extent that the underwriter's do not exercise their overallotment option in connection with the registrant's initial public offering in full.

4. Mr. Barcelo may be deemed to beneficially own shares held by the Sponsor by virtue of his control over the Sponsor, as its managing member. Mr. Barcelo disclaims beneficial ownership of the ordinary shares held by the Sponsor other than to the extent of his pecuniary interest in such shares.

	/s/ Daniel Barcelo	11/25/2019
	/s/ Daniel Barcelo Managing Member of Alussa Energy Sponsor LLC	11/25/2019
	** Signature of Reporting Person	Date
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