Jupiter Acquisition (JAQC) Form 4 Change in insider ownership

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^*

Jupiter Founders LLC

(Last) (First) (Middle)

C/O JUPITER ACQUISITION CORPORATION

11450 SE DIXIE HWY, SUITE 105

(Street)

HOBE SOUND FL 33455

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Jupiter Acquisition Corp [ JAQC ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
04/20/2023

4. 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 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
Class A common stock	04/20/2023		C		2,778,841	A	(1)	3,211,416(2)	D(3)
Class A common stock	04/20/2023		C		900,000	A	(1)	900,000	I	See footnote(4)

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
Class B common stock	(1)	04/20/2023		C			2,778,841	(1)	(1)	Class A common stock	2,778,841	(1)	0	D(3)
Class B common stock	(1)	04/20/2023		C			900,000	(1)	(1)	Class A common stock	900,000	(1)	0	I	See footnote(4)

Explanation of Responses:

1. 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, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment as set forth in the Issuer's registration statement on Form S-1 (File No. 333-248411) and have no expiration date. On April 20, 2023, Jupiter Founders LLC (the "Sponsor") exercised its right to convert 2,778,841 shares of Class B common stock held directly into 2,778,841 shares of Class A common stock on a one-for-one basis and 900,000 shares of Class B common stock held indirectly into 900,000 shares of Class A common stock on a one-for-one basis.

2. Includes 432,575 Shares of Class A common stock included in the Private Placement Units held directly by the Sponsor.

3. The securities are held directly by the Sponsor and indirectly by James N. Hauslein as the manager of the Sponsor. Certain of the Issuer's other directors and officers hold economic interests in the Sponsor and pecuniary interests in certain of the securities held by the Sponsor. Each of Mr. Hauslein and such other directors and officers disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

4. The shares are held directly by Jupiter Founders Subsidiary LLC (the "Sponsor Subsidiary") and indirectly by each of the Sponsor, as the managing member of the Sponsor Subsidiary, and Mr. Hauslein, as the manager of the Sponsor. Each of the Sponsor and Mr. Hauslein disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein.

	/s/ Alan I. Annex, Attorney-in-Fact	04/24/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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