Lanvin Group Holdings Limited - Ordinary Shares Form 4 Primavera Capital Acquisition / Fred Hu 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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X

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^*

Primavera Capital Acquisition LLC

(Last) (First) (Middle)

C/O PRIMAVERA CAPITAL ACQUISITION CORP

41/F GLOUCESTER TWR 15 QUEENS RD CENTRAL

(Street)

HONG KONG K3 00000

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Primavera Capital Acquisition Corp. [ PV ]

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)
12/14/2022

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
Ordinary Shares	12/14/2022		C		11,014,375	A	(1)	11,014,375	I	See Footnotes(6)
Ordinary Shares	12/14/2022		D		6,014,375	D	(2)	5,000,000	I	See Footnotes(6)

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 Ordinary Shares	(1)	12/14/2022		C			11,014,375	(1)	(1)	Ordinary Shares	11,014,375	(1)	0	I	See Footnotes(6)
Private Placement Warrants	(2)	12/14/2022		D			10,280,000	(3)(4)	(3)(4)	Ordinary Shares	10,280,000	(5)	0(5)	I	See Footnotes(6)

1. Name and Address of Reporting Person^*

Primavera Capital Acquisition LLC

(Last) (First) (Middle)

C/O PRIMAVERA CAPITAL ACQUISITION CORP

41/F GLOUCESTER TWR 15 QUEENS RD CENTRAL

(Street)

HONG KONG K3 00000

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Primavera Capital Acquisition Corp.

(Last) (First) (Middle)

C/O PRIMAVERA CAPITAL ACQUISITION CORP

41/F GLOUCESTER TWR 15 QUEENS RD CENTRAL

(Street)

HONG KONG K3 00000

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Hu Fred

(Last) (First) (Middle)

C/O PRIMAVERA CAPITAL ACQUISITION CORP

41/F GLOUCESTER TWR 15 QUEENS RD CENTRAL

(Street)

HONG KONG K3 00000

(City) (State) (Zip)

Explanation of Responses:

1. The Class B ordinary shares were cancelled and, in exchange, the holder(s) thereof was entitled to receive ordinary shares of Lanvin Group Holdings Limited on a one-for-one basis upon the consummation of the Issuer's initial business combination on December 14, 2022 (the "Initial Business Combination").

2. The reporting person forfeited 6,014,375 shares in connection with the closing of the Initial Business Combination pursuant to that certain letter agreement, dated December 2, 2022, by and among the Issuer, the Sponsor (as defined below) and the other parties thereto.

3. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share of the Issuer at an exercise price of $11.50 per share.

4. As described in the Issuer's Registration Statement on Form S-1/A (File No. 333-252917) filed with the Securities and Exchange Commission on January 15, 2021 (the "Registration Statement"), the Private Placement Warrants are identical to the warrants sold in connection with the Issuer's initial public offering ("IPO"), except that the Private Placement Warrants, so long as they are held by Primavera Capital Acquisition LLC (the "Sponsor") or its permitted transferees, (i) are not redeemable by the Issuer, (ii) may not (including the Class A ordinary shares of the Issuer issuable upon exercise of such warrants), subject to certain limited exceptions, be transferred, assigned or sold by until 30 days after the completion of the Issuer's Initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) are entitled to registration rights.

5. The reporting person disposed of all Private Placement Warrants upon the consummation of the Issuer's Initial Business Combination, which were automatically exchanged into corresponding warrants exercisable for ordinary shares of Lanvin Group Holdings Limited.

6. Fred Hu is the sole manager of the Sponsor and has sole voting and investment power with respect to the ordinary shares held by the Sponsor. Mr. Hu disclaims beneficial ownership of the ordinary shares held by the Sponsor except to the extent of his pecuniary interest therein.

Remarks:

Exhibit 99 - Joint Filer Statement

	By: /s/ Tong Chen, authorized signatory for Primavera Capital Acquisition LLC	12/16/2022
	By: /s/ Tong Chen, as attorney-in-fact for Fred Hu	12/16/2022
	** Signature of Reporting Person	Date
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