Andrew S Townsend Form 3 Collective Growth / Andrew S Townsend 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^*

Townsend Andrew S

(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)

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)
Class A Common Stock(1)	150,000	I	By Shipwright SPAC I, 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	2,803,124(4)	(3)	I	By Shipwright SPAC I, LLC(2)
Warrant(1)(5)	(6)	(7)	Class A Common Stock	1,575,000	11.5	I	By Shipwright SPAC I, LLC(2)

1. Name and Address of Reporting Person^*

Townsend Andrew S

(Last) (First) (Middle)

C/O COLLECTIVE GROWTH CORPORATION

1805 WEST AVENUE

(Street)

AUSTIN TX 78701

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Shipwright SPAC I, LLC

(Last) (First) (Middle)

C/O COLLECTIVE GROWTH CORPORATION

1805 WEST AVENUE

(Street)

AUSTIN TX 78701

(City) (State) (Zip)

Explanation of Responses:

1. Includes securities underlying 150,000 units which, prior to the effective date of the registration statement relating to the Issuer's public offering, Shipwright SPAC I, LLC (the "Sponsor") 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 the Sponsor. Shipwright Partners LLC is the managing member of the Sponsor and is controlled by Andrew Townsend. Mr. Townsend disclaims beneficial ownership of the securities held by the Sponsor except to the extent of his pecuniary interest therein.

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 up to 562,500 shares of Class B common stock that may be forfeited if the underwriters in the Issuer's initial public offering do not exercise the over-allotment option in full.

5. Includes 1,500,000 warrants which, prior to the effective date of the registration statement relating to the Issuer's public offering, the Sponsor 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 75,000 warrants underlying the units referred to in footnote 1.

6. 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.

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

Remarks:

	/s/ Andrew Townsend	04/30/2020
	/s/ Shipwright SPAC I, LLC, by Andrew Townsend, Managing Member of Shipwright Partners LLC, the managing member of Shipwright SPAC I, LLC	04/29/2020
	** Signature of Reporting Person	Date
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