Collective Growth (CGRO) Form 3 Collective Growth / Geoffrey W. Whaling 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^*

Whaling Geoffrey W.

(Last) (First) (Middle)

C/O COLLECTIVE GROWTH CORPORATION

1805 WEST AVENUE

(Street)

AUSTIN TX 78701

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/30/2020

3. Issuer Name and Ticker or Trading Symbol
Collective Growth Corp [ CGROU ]

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

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

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)
Class A Common Stock(1)	12,500	I	By GWW LLC(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
Class B Common Stock	(3)	(3)	Class A Common Stock	477,969	(3)	I	By GWW LLC(2)
Warrant(1)(4)	(5)	(6)	Class A Common Stock	131,250	11.5	I	By GWW LLC(2)

Explanation of Responses:

1. Includes securities underlying 12,500 units which, prior to the effective date of the registration statement relating to the Issuer's public offering, the reporting person irrevocably committed to purchase. Each unit consists of one share of Class A common stock and one-half of one warrant, with each whole warrant entitling the holder to purchase one share of Class A common stock at $11.50 per share. The purchase of these units is being made on a private placement basis and will be consummated simultaneously with the consummation of the Issuer's initial public offering.

2. The shares and warrants are owned directly by GWW LLC, an entity controlled by the reporting person.

3. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Issuer's initial business combination on a one-for-one basis, subject to adjustment. The Class B common stock has no expiration date.

4. Includes 125,000 warrants which, prior to the effective date of the registration statement relating to the Issuer's public offering, the reporting person irrevocably committed to purchase. The purchase of these warrants is being made on a private placement basis and will be consummated simultaneously with the consummation of the Issuer's initial public offering. Also includes 6,250 warrants underlying the units referred to in footnote 1.

5. The warrants will become exercisable on the later of the Issuer's completion of an initial business combination or 12 months after the closing of the Issuer's initial public offering.

6. The warrants will expire five years after the completion of the Issuer's initial business combination.

Remarks:

The reporting person is a member of and holds a non-controlling interest in Shipwright SPAC I, LLC (the "Sponsor"), which beneficially owns 2,803,124 shares of common stock of the Issuer. The Sponsor is controlled by its sole manager, Shipwright Partners LLC, an entity controlled by Andrew Townsend, a member of the Issuer's board of directors.

	/s/ Geoffrey W. Whaling	04/30/2020
	** 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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