Inclusive Capital Partners Form 4 AppHarvest / JEFFREY W UBBEN ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

UBBEN JEFFREY W

(Last) (First) (Middle)

572 RUGER STREET

SUITE B

(Street)

SAN FRANCISCO CA 94129

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
AppHarvest, Inc. [ APPH ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/29/2021

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.0001 per share ("Common Stock")(1)	01/29/2021		A(2)		6,556,368	A	(2)	6,556,368	I	See footnotes(1)(3)
Common Stock	01/29/2021		A(4)		3,242,336	A	(4)	9,798,704	I	See footnotes(1)(3)
Common Stock	01/29/2021		A(5)		2,000,000	A	$10	11,798,704	I	See footnotes(1)(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

UBBEN JEFFREY W

(Last) (First) (Middle)

572 RUGER STREET

SUITE B

(Street)

SAN FRANCISCO CA 94129

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

INCLUSIVE CAPITAL PARTNERS, L.P.

(Last) (First) (Middle)

572 RUGER STREET, SUITE B

(Street)

SAN FRANCISCO CA 94129

(City) (State) (Zip)

Explanation of Responses:

1. The securities reported herein are held by Inclusive Capital Partners Spring Master Fund, L.P. ("In-Cap Spring Master Fund"). Inclusive Capital Partners, L.P., a Delaware limited partnership, ("In-Cap") acts as investment manager to In-Cap Spring Master Fund. Mr. Jeffrey W. Ubben ("Mr. Ubben", and together with In-Cap, the "Reporting Persons") indirectly controls In-Cap.

2. Received pursuant to the Business Combination Agreement and Plan of Reorganization (the "BCA"), dated as of September 28, 2020, by and among Novus Capital Corporation ("Novus"), ORGA Inc., a direct, wholly-owned subsidiary of Novus ("Merger Sub"), and AppHarvest Operations, Inc. (f/k/a AppHarvest, Inc.)("Legacy AppHarvest") pursuant to which, through a merger between Legacy AppHarvest and Merger Sub, Legacy AppHarvest became a direct, wholly-owned subsidiary of Novus, which subsequently changed its name to AppHarvest, Inc. (the "Issuer").

3. The filing of this statement shall not be deemed an admission that either Reporting Person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. The Reporting Persons expressly disclaim beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein.

4. Received upon the closing of the transactions under the BCA (the "Closing") pursuant to the automatic conversion of principal and unpaid and accrued interest on certain convertible notes issued by Legacy AppHarvest and assumed by the Issuer immediately prior to the Closing. The conversion was effected at a price of $9.50 per share.

5. In-Cap Spring Master Fund purchased 2,000,000 shares of Common Stock from the Issuer, at a price of $10.00 per share, in a private placement.

Remarks:

In-Cap may be deemed to be a director by deputization for purposes of Section 16 under the Securities Exchange Act of 1934, as amended, by virtue of the fact that Mr. Ubben currently serves on the board of directors of the Issuer.

	/s/ Jeffrey W. Ubben	02/01/2021
	Inclusive Capital Partners, L.P., /s/ Anne T. Sullivan, Chief Operating Officer	02/01/2021
	** Signature of Reporting Person	Date
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