Sam Gabbita Form 3 Qell Acquisition / Sam Gabbita 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^*

Gabbita Sam

(Last) (First) (Middle)

C/O QELL ACQUISITION CORP.

505 MONTGOMERY STREET, SUITE 1100

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/29/2020

3. Issuer Name and Ticker or Trading Symbol
Qell Acquisition Corp [ QELLU ]

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

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

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)

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 Ordinary Shares	(1)	(1)	Class A Ordinary Shares	8,625,000(2)	(1)	I	See Footnote(3)

Explanation of Responses:

1. The shares will automatically convert into Class A ordinary shares at the time of the Issuer's initial business combination.

2. The shares owned by the Reporting Person includes up to 1,125,000 shares that are subject to forfeiture in the event the underwriters of the initial public offering of the Issuer's securities do not exercise in full their over-allotment option as described in the Issuer's registration statement.

3. Consists of shares held by Qell Partners LLC ("Sponsor") of which the Reporting Person is a manager. As such, the Reporting Person has voting and investment discretion and may be deemed to have beneficial ownership with respect to the Class B ordinary shares held by Sponsor. The Reporting Person disclaims beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Barry Engle, Attorney-in-Fact	09/29/2020
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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