D and Z Media Acquisition (DNZ) Form 3 Initial statement of insider ownership

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^*

D & Z Media Holdings LLC

(Last) (First) (Middle)

2870 PEACHTREE ROAD NW, SUITE 509

(Street)

ATLANTA GA 30305

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/25/2021

3. Issuer Name and Ticker or Trading Symbol
D & Z Media Acquisition Corp. [ DNZ ]

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

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

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 common stock	(1)	(1)	Class A common stock	6,912,500(2)(3)	(1)	D

Explanation of Responses:

1. The shares of Class B common stock will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment as set forth in the Issuer's registration statement on Form S-1 (File No. 333-252000) and have no expiration date.

2. Includes up to 924,457 shares subject to forfeiture by D and Z Media Holdings LLC (the "Sponsor") depending on the extent to which the underwriters' over-allotment option to purchase additional units is exercised.

3. The shares are held directly by the Sponsor and indirectly by Betty Liu as manager of the Sponsor. Certain of the Issuer's other directors and officers hold economic interests in the Sponsor and pecuniary interests in certain of the securities held by the Sponsor. Each of Ms. Liu and such other directors and officers disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein.

Remarks:

See Exhibit 24.1 - Power of Attorney

	/s/ Alan I. Annex, Attorney-in-Fact	01/25/2021
	** 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).
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