Michael Gonnella Form 3 Pershing Square SPARC / Michael Gonnella ownership change

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^*

Gonnella Michael

(Last) (First) (Middle)

787 ELEVENTH AVENUE, 9TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/29/2023

3. Issuer Name and Ticker or Trading Symbol
Pershing Square SPARC Holdings, Ltd./DE [ NA ]

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

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

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
Subscription Warrants	(1)	(2)	See footnote 1(1)	1,375	10(1)	D

Explanation of Responses:

1. The 1,375 subscription warrants, referred to by the Issuer as special purpose acquisition rights ("SPARs"), were distributed to the Reporting Person at the time of the Issuer's initial public distribution, as a former holder of Class A common stock and distributable redeemable warrants of Pershing Square Tontine Holdings, Ltd., which was a special purpose acquisition company of which an affiliate of Pershing Square Capital Management, L.P. served as sponsor. Each SPAR must be exercised in whole prior to the consummation of the Issuer's business combination (the "Closing") and is exercisable for two common shares of the surviving entity of the Issuer's business combination, at a price per share equal to final exercise price (the "Final Exercise Price"). The Final Exercise Price will be publicly announced in connection with the business combination and will be at least $10.00. For purposes of this Form 3, the Reporting Person has assumed a Final Exercise Price equal to $10.00.

2. The SPARs will expire upon the earlier of (i) an early termination as a result of the failure of the Issuer to consummate a business combination, (ii) Closing and (iii) September 29, 2033, the date that is 10 years from the date the SPARs were first distributed.

Remarks:

Exhibit List: Exhibit 24.1 - Power of Attorney

	/s/ Steve Milankov, attorney-in-fact	09/29/2023
	** 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).
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