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*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 11/09/2020 | 3. Issuer Name and Ticker or Trading Symbol TS Innovation Acquisitions Corp. [ TSIA ] | |||||||||||||
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)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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) | |||||||
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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 | 8,505,000(2) | (1) | D(3) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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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. As described in the issuer's registration statement on Form S-1 (File No. 333-249640), the shares of Class B common stock, par value $0.0001 per share, 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, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date. |
2. The shares of Class B common stock beneficially owned by the reporting persons include up to 1,125,000 shares that are subject to forfeiture 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. |
3. Represents 8,505,000 shares of Class B common stock directly held by TS Innovation Acquisitions Sponsor, L.L.C. (the "Sponsor"). The sole member of the Sponsor is Tishman Speyer Properties, L.P. ("Tishman Speyer"). The general partner of Tishman Speyer is Tishman Speyer Properties, Inc. ("Tishman Speyer Properties"). Jerry I. Speyer and Robert J. Speyer, Chief Executive Officer and Chairman of the issuer, are the co-trustees of a voting trust that holds all voting common stock in Tishman Speyer Properties and therefore may be deemed to share voting and investment power with respect to the securities subject to this report. Each of the reporting persons disclaims any beneficial ownership of the securities subject to this report, except to the extent of any pecuniary interest therein. |
Remarks: |
See Exhibit 99.1 - Joint Filer Information, which is incorporated herein by reference and describes in further detail the relationships of the reporting persons to the issuer. See Exhibits 24.1 and 24.2 - Powers of Attorney. |
TS Innovation Acquisitions Sponsor, L.L.C. By: Tishman Speyer Properties, L.P., its sole member, By: /s/ Michael B. Benner, General Counsel, Vice President & Secretary | 11/09/2020 | |
Tishman Speyer Properties, L.P. By: /s/ Michael B. Benner, General Counsel, Vice President & Secretary | 11/09/2020 | |
Tishman Speyer Properties, Inc. By: /s/ Michael B. Benner, Vice President & Secretary | 11/09/2020 | |
/s/ Melissa Chia as Attorney-in-Fact for Robert J. Speyer | 11/09/2020 | |
/s/ Melissa Chia as Attorney-in-Fact for Jerry I. Speyer | 11/09/2020 | |
** 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. |