| 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 |
| |||||||||||||||
| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Mason Industrial Technology, Inc. [ MIT ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| ||||||||||||||||||||||||
| 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)
| |||||||||||||||||||||||||
| 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 | ||||||
| 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) | 01/29/2021 | J(2) | 437,500(2) | (1) | (1) | Class A common stock | 437,500(2) | $0.00 | 12,190,625 | D(3) | ||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
| Explanation of Responses: |
| 1. As described in the issuer's registration statement on Form S-1 (File No. 333-252051) under the heading "Description of Securities-Founder Shares," the Class B common stock, par value $0.0001 per share, of the issuer will automatically convert into Class A common stock, par value $0.0001 per share, of the issuer at the time of the issuer's initial business combination on a one-for-one basis, subject to certain adjustments, and have no expiration date. |
| 2. On January 29, 2021, Mason Industrial Sponsor, LLC forfeited 437,500 shares of Class B common stock in connection with the underwriters' exercise of the over-allotment option. Includes 1,687,500 shares of Class B common stock that are subject to forfeiture if the underwriters of the issuer's initial public offering do not exercise in full their option to purchase additional shares of Class A common stock. |
| 3. In addition to Mason Industrial Sponsor, LLC, this Form 4 is being filed jointly by Michael E. Martino and Mason Capital Management LLC ("Mason Capital") (collectively, the "Reporting Persons"). Mason Industrial Sponsor, LLC is managed by Mason Management LLC. Mason Capital is an affiliate of Mason Management LLC. Michael E. Martino and Kenneth M. Garschina are the managing principals of Mason Capital and the sole members of Mason Management LLC. Mason Capital, Mr. Martino and Mr. Garschina may be deemed to have indirect voting and dispositive power over the shares of Class A common stock held by Mason Industrial Sponsor, LLC. Each of Mason Management LLC, Mason Capital Master Fund, L.P., Mason Capital, Mr. Martino and Mr. Garschina disclaims beneficial ownership over the securities owned by Mason Industrial Sponsor, LLC in which they do not have any pecuniary interest. |
| Remarks: |
| We expect to amend this Form 4 to add Kenneth Garschina, Mason Management LLC and Mason Capital Master Fund, L.P. as reporting persons. |
| /s/ James McGovern, attorney-in-fact for Mason Industrial Sponsor, LLC | 02/02/2021 | |
| /s/ James McGovern, attorney-in-fact for Michael E. Martino | 02/02/2021 | |
| /s/ James McGovern, attorney-in-fact for Mason Capital Management LLC | 02/02/2021 | |
| ** 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. | ||
