| 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 |
| |||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 01/11/2021 | 3. Issuer Name and Ticker or Trading Symbol 890 5th Avenue Partners, Inc. [ ENFA ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||
| 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 F common stock | (1) | (1) | Class A common stock | 6,195,040(2)(3) | (1) | I | By 200 Park Avenue Partners, LLC(3) |
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. 333-251650) under the heading "Description of Securities - Founder Shares", the Class F common stock, par value $0.0001 per share ("Class F Common Stock"), will automatically convert into shares of 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, or earlier at the option of the holder, subject to adjustment pursuant to certain anti-dilution rights and have no expiration date. |
| 2. The Class F Common Stock beneficially owned by the reporting persons include up to 821,741 shares of Class F Common Stock that will be surrendered to the issuer without consideration to the extent 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 on Form S-1. |
| 3. The shares of Class F Common Stock are directly held by 200 Park Avenue Partners, LLC, which is the sponsor of the issuer (the "Sponsor"). Adam Rothstein is the manager of the Sponsor. As a result, Mr. Rothstein may be deemed to have voting and investment power over and thus beneficial ownership of the shares of Class F Common Stock of the issuer held directly by the Sponsor. Mr. Rothstein owns membership interests in the Sponsor, and as a result, may be deemed to have an indirect pecuniary interest in the shares of Class F Common Stock held directly by the Sponsor. Mr. Rothstein disclaims beneficial ownership of the reported shares other than to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that Mr. Rothstein is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
| Remarks: |
| Adam Rothstein is the manager the Sponsor, and serves as Executive Chairman and Director of the issuer. By virtue of its representation on the issuer's Board of Directors, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Sponsor is deemed a director by deputization of the issuer. See Exhibit 24.1 - Power of Attorney |
| /s/ Jason R. Sanderson, Attorney-in-Fact | 01/11/2021 | |
| 200 Park Avenue Partners, LLC, By: /s/ Jason R. Sanderson, Attorney-in-Fact | 01/11/2021 | |
| ** 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 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. | ||
| 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. | ||
