Progress Capital I Form 3 Progress Acquisition / Warren Schlichting 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^*

Progress Capital I, LLC

(Last) (First) (Middle)

50 MILK STREET, 16TH FLOOR

(Street)

BOSTON MA 02109

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/08/2021

3. Issuer Name and Ticker or Trading Symbol
Progress Acquisition Corp. [ PRGWU ]

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)

	Form filed by One Reporting Person
X	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	3,593,750(1)(2)	(1)	I(2)(3)	See footnote(3)

1. Name and Address of Reporting Person^*

Progress Capital I, LLC

(Last) (First) (Middle)

50 MILK STREET, 16TH FLOOR

(Street)

BOSTON MA 02109

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Schlichting Warren

(Last) (First) (Middle)

50 MILK STREET, 16TH FLOOR

(Street)

BOSTON MA 02109

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Gallagher Richard F

(Last) (First) (Middle)

50 MILK STREET, 16TH FLOOR

(Street)

BOSTON MA 02109

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Arslanian David J

(Last) (First) (Middle)

50 MILK STREET, 16TH FLOOR

(Street)

BOSTON MA 02109

(City) (State) (Zip)

Explanation of Responses:

1. As described in the issuer's registration statement on Form S-1 (File No. 333-252084) (the "Registration Statement") under the heading "Description of Securities - Founder Shares", Class B common stock will automatically convert into Class A common stock at the time of the issuer's initial business combination, on a one-for-one basis, subject to certain adjustments described therein, and have no expiration date.

2. The shares of Class B common stock held directly by Progress Capital I LLC (the "Sponsor") were acquired pursuant to a subscription agreement by and between the Sponsor and the issuer. The Class B ordinary shares owned by the Sponsor include up to 468,750 shares that are subject to forfeiture in the event the underwriters of the issuer's initial public offering do not exercise in full their over-allotment option, as described in the Registration Statement.

3. Warren Schlichting, Chief Executive Officer and Director of the issuer, Richard Gallagher, Chief Financial Officer of the issuer, and David Arslanian, President of the issuer, are the managing members of the Sponsor and share voting and investment discretion with respect to the securities held directly by the Sponsor. As such, Messrs. Schlichting, Gallagher and Arslanian may be deemed to have indirect beneficial ownership of Class B ordinary shares held directly by the Sponsor. Messrs. Schlichting, Gallagher and Arslanian disclaim any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein.

	Progress Capital I LLC, by Warren Schlichting, Authorized Signatory /s/ Warren Schlichting	02/08/2021
	/s/ Warren Schlichting	02/08/2021
	/s/ Richard Gallagher	02/08/2021
	/s/ David Arslanian	02/08/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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