| 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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| 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 890 5th Avenue Partners, Inc. [ ENFA ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 10/15/2020 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 01/14/2021 | A(1) | 657,500(1) | A | $10 | 657,500 | I | By 200 Park Avenue Partners, LLC(2) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | (3) | 10/15/2020 | P | 7,187,500 | (3) | (3) | Class A common stock | (3) | $0.0035 | 7,187,500(3) | I | By 200 Park Avenue Partners, LLC(4) | |||
| Class F common stock | (3) | 12/10/2020 | S | 621,222 | (3) | (3) | Class A common stock | (3) | $0.0035 | 6,566,278(3) | I | By 200 Park Avenue Partners, LLC(4) | |||
| Class F common stock | (3) | 01/04/2021 | S | 105,000 | (3) | (3) | Class A common stock | (3) | $0.0035 | 6,461,278(3) | I | By 200 Park Avenue Partners, LLC(4) | |||
| Class F common stock | (3) | 01/07/2021 | S | 133,119 | (3) | (3) | Class A common stock | (3) | $0.0035 | 6,328,159(3) | I | By 200 Park Avenue Partners, LLC(4) | |||
| Class F common stock | (3) | 01/07/2021 | S | 133,119 | (3) | (3) | Class A common stock | (3) | $0.0035 | 6,195,040(3) | I | By 200 Park Avenue Partners, LLC(4) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Simultaneously with the issuer's initial public offering, 200 Park Avenue Partners, LLC, which is the sponsor of the issuer (the "Sponsor"), acquired, at a price of $10.00 per unit, 657,500 units (the "Private Units") in a private placement for an aggregate purchase price of $6,575,000. Each Private Unit consists of one share of Class A common stock and one-third of one redeemable warrant to purchase one share of Class A common stock. The warrants included in the units will become exercisable, if at all, on the later of 30 days after the completion of the issuer's initial business combination and 12 months from the closing of the issuer's initial public offering. The warrants are not being reported on this Form 4 because they cannot be exercised until the satisfaction of material conditions outside the control of the Reporting Persons. |
| 2. The shares of Class A common stock are directly held by 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 A 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 A 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. |
| 3. 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 of the issuer will automatically convert into shares of Class A common stock 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. |
| 4. The shares of Class F common stock are directly held by 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. Jason R. Sanderson, Attorney-in-Fact: Power of Attorney, which is hereby incorporated by reference to Exhibit 24.1 to a Form 3 with regard to 890 5th Avenue Partners, Inc. filed with the Securities and Exchange Commission on January 11, 2021, by Adam Rothstein and 200 Park Avenue Partners, LLC. |
| /s/ Jason R. Sanderson, Attorney-in-Fact | 01/19/2021 | |
| 200 Park Avenue Partners, LLC, By: /s/ Jason R. Sanderson, Attorney-in-Fact | 01/19/2021 | |
| ** 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. | ||
