Periphas Capital Partnering (PCPC) Form 4 Periphas Capital Partnering / SANJEEV K MEHRA 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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^*

MEHRA SANJEEV K

(Last) (First) (Middle)

667 MADISON AVENUE, 15TH FLOOR

(Street)

NEW YORK NY 10065

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Periphas Capital Partnering Corp [ PCPC ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/29/2022

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	12/29/2022		D		245,600(1)	D	$0.00(2)	0	D(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
Class F common stock	(4)	12/29/2022		D			827,999	(4)	(4)	Class A common stock	827,999	$0.00(2)	1	D(3)
Class B common stock	(5)	12/29/2022		D			119,999	(5)	(5)	Class A common stock	119,999	$0.00(2)	1	D(3)

Explanation of Responses:

1. The reported shares of Class A common stock are within 245,600 of the Issuer's Private Placement CAPS, as described under the heading "Description of Securities " in the Issuer's registration statement on Form S-1 (File No. 333-249729).

2. This Form 4 reflects the surrender to the Issuer of 245,600 shares of Class A common stock, 827,999 shares of Class F common stock, and 119,999 shares of Class B common stock for no consideration by the Reporting Person pursuant to the Share Surrender Letter, dated December 29, 2022, by and between the Issuer and the Reporting Person.

3. The securities reported herein are held by PCPC Holdings, LLC (the "Sponsor"). The Reporting Person indirectly controls the Sponsor, and as such has voting and investment discretion with respect to the securities held by the Sponsor and may be deemed to have beneficial ownership of the securities held directly by the Sponsor. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.

4. As described in the Issuer's registration statement on Form S-1 (File No. 333-249729) under the heading "Description of Securities-Founder Shares", the shares of Class F common stock, par value $0.0001, would have automatically converted into shares of Class A common stock, par value $0.0001, of the Issuer at the time of the Issuer's initial partnering transaction on a one-for-one basis, subject to adjustment for share splits, share capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.

5. As described in the Issuer's registration statement on Form S-1 (File No. 333-249729) under the heading "Description of Securities-Performance Shares", a portion of the shares of Class B common stock, par value $0.0001, would have automatically converted into shares of Class A common stock, par value $0.0001, of the Issuer on the last day of each fiscal year following consummation of the Issuer's initial partnering transaction, depending on a number of factors including, but not limited to, the per price share of the Issuer's shares of Class A common stock, as described under the heading "Description of Securities-Performance Shares".

Remarks:

	/s/ Sanjeev Mehra	01/03/2023
	** 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 4 (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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.