SCVX Usa Form 3 SCVX / Sander Gerber 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^*

SCVX USA LLC

(Last) (First) (Middle)

C/O SCVX CORP.,

1717 PENNSYLVANIA AVE, NW #625

(Street)

WASHINGTON DC 20006

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/23/2020

3. Issuer Name and Ticker or Trading Symbol
SCVX Corp. [ SCVX ]

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

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

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	4,657,500	(1)	D

1. Name and Address of Reporting Person^*

SCVX USA LLC

(Last) (First) (Middle)

C/O SCVX CORP.,

1717 PENNSYLVANIA AVE, NW #625

(Street)

WASHINGTON DC 20006

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Strategic Cyber Ventures, LLC

(Last) (First) (Middle)

1717 PENNSYLVANIA AVE, NW

(Street)

WASHINGTON DC 20006

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Hudson Bay Master Fund Ltd.

(Last) (First) (Middle)

C/O HUDSON BAY CAPITAL MANAGEMENT LP

777 THIRD AVENUE, 30TH FLOOR

(Street)

NEW YORK, NY 10017

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Hudson Bay Capital Management LP

(Last) (First) (Middle)

777 THIRD AVE, 30TH FLOOR

(Street)

NEW YORK, NY 10017

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Gerber Sander

(Last) (First) (Middle)

C/O HUDSON BAY CAPITAL MANAGEMENT LP

777 THIRD AVENUE, 30TH FLOOR

(Street)

NEW YORK, NY 10017

(City) (State) (Zip)

Explanation of Responses:

1. As described in the issuer's registration statement on Form S-1 (File No. 333-235694) 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 on a one-for-one basis, subject to certain adjustment, and have no expiration date.

Remarks:

The reporting owner, SCVX USA LLC ("SCVX USA"), in whose name the securities reported herein are held, is managed by its managing member, Strategic Cyber Ventures, LLC ("SCV"). Substantially all of the voting interests of SCV are held by Hudson Bay Master Fund Ltd., which is managed by Hudson Bay Capital Management LP ("HBC"). Sander Gerber serves as the managing member of Hudson Bay Capital GP LLC, which is the general partner of HBC. Notwithstanding its ownership structure, SCV is entirely managed by a board of directors, a majority of whom cannot be members, officers, directors or employees of any members holding in excess of 25% of the aggregate percentage interests in SCV, which currently includes Hudson Bay Master Fund Ltd., as set forth in the books and records of SCV. As a result of the foregoing, each of SCV, HBC and Sander Gerber may be deemed to beneficially own the shares held by SCVX USA. Each of SCV, HBC and Sander Gerber disclaims beneficial ownership of the securities held by SCVX USA. On the basis of the relationship between Hank Thomas, SCV and the other reporting entities above, the entities will be deemed directors by deputization.

	/s/ Hank Thomas SCVX USA LLC BY: STRATEGIC CYBER VENTURES, LLC, MANAGING MEMBER BY: HANK THOMAS, CHIEF EXECUTIVE OFFICER	01/23/2020
	/s/ Hank Thomas STRATEGIC CYBER VENTURES, LLC BY: HANK THOMAS, CHIEF EXECUTIVE OFFICER	01/23/2020
	/s/ Sander Gerber HUDSON BAY MASTER FUND LTD. BY: HUDSON BAY CAPITAL MANAGEMENT LP, MANAGING MEMBER BY: HUDSON BAY CAPITAL GP LLC, GENERAL PARTNER BY: SANDER GERBER, MANAGING MEMBER	01/23/2020
	/s/ Sander Gerber HUDSON BAY CAPITAL MANAGEMENT LP BY: HUDSON BAY CAPITAL GP LLC, GENERAL PARTNER BY: SANDER GERBER, MANAGING MEMBER	01/23/2020
	/s/ Sander Gerber	01/23/2020
	** Signature of Reporting Person	Date
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