Marquee Raine Acquisition Sponsor GP 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^*

Marquee Raine Acquisition Sponsor LP

(Last) (First) (Middle)

C/O MARQUEE RAINE ACQUISITION CORP.

65 EAST 55TH STREET, 24TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/14/2020

3. Issuer Name and Ticker or Trading Symbol
Marquee Raine Acquisition Corp. [ MRAC ]

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 Ordinary Shares, par value $0.0001	(2)	(2)	Class A Ordinary Shares, par value $0.0001	9,268,750	(2)	D(1)(3)(4)

1. Name and Address of Reporting Person^*

Marquee Raine Acquisition Sponsor LP

(Last) (First) (Middle)

C/O MARQUEE RAINE ACQUISITION CORP.

65 EAST 55TH STREET, 24TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Marquee Raine Acquisition Sponsor GP Ltd.

(Last) (First) (Middle)

C/O MARQUEE RAINE ACQUISITION CORP.

65 EAST 55TH STREET, 24TH FLOOR

(Street)

NEW YORK NY 10010

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Raine Holdings AIV LLC

(Last) (First) (Middle)

C/O MARQUEE RAINE ACQUISITION CORP.

65 EAST 55TH STREET, 24TH FLOOR

(Street)

NEW YORK NY 10010

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Raine SPAC Holdings LLC

(Last) (First) (Middle)

C/O MARQUEE RAINE ACQUISITION CORP.

65 EAST 55TH STREET, 24TH FLOOR

(Street)

NEW YORK NY 10010

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Raine RR SPAC SPV I LLC

(Last) (First) (Middle)

C/O MARQUEE RAINE ACQUISITION CORP.

65 EAST 55TH STREET, 24TH FLOOR

(Street)

NEW YORK NY 10010

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Ricketts SPAC Investment LLC

(Last) (First) (Middle)

C/O MARQUEE RAINE ACQUISITION CORP.

65 EAST 55TH STREET, 24TH FLOOR

(Street)

NEW YORK NY 10010

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Marquee Sports Holdings SPAC I, LLC

(Last) (First) (Middle)

C/O MARQUEE RAINE ACQUISITION CORP.

65 EAST 55TH STREET, 24TH FLOOR

(Street)

NEW YORK NY 10010

(City) (State) (Zip)

Explanation of Responses:

1. This form is being filed by the following Reporting Persons: Marquee Raine Acquisition Sponsor LP (the "Sponsor"), Marquee Raine Acquisition Sponsor GP Ltd. ("Marquee Raine GP"), Raine Holdings AIV LLC ("Raine Holdings AIV"), Raine SPAC Holdings LLC ("Raine SPAC Holdings"), Raine RR SPAC SPV I LLC ("Raine RR SPAC SPV I"), Ricketts SPAC Investment LLC ("Ricketts SPAC Investment") and Marquee Sports Holdings SPAC 1, LLC ("Marquee Sports Holdings").

2. The Sponsor owns 9,268,750 Class B ordinary shares, par value $0.0001 per share (the "Class B Ordinary Shares"), of Marquee Raine Acquisition Corp. (the "Issuer"), including 1,218,750 Class B Ordinary Shares that are subject to forfeiture if the underwriters of the Issuer's initial public offering do not exercise in full an option granted to it to cover over-allotments. The Class B Ordinary Shares have no expiration date and are convertible into Class A ordinary shares, par value $0.0001 per share, of the Issuer, as described under the heading "Description of Securities-Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-250997).

3. Marquee Raine GP is the general partner of Sponsor. Raine Holdings AIV is the sole member of Raine SPAC Holdings, which, in turn, is the sole member of Raine RR SPAC SPV I, which owns a 50% interest in each of Marquee Raine GP and Sponsor. Ricketts SPAC Investment is the manager of Marquee Sports Holdings, which owns a 50% interest in each of Marquee Raine GP and Sponsor. Because of the relationships among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

4. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

Remarks:

See Exhibit 99.1 for Joint Filer Information and Signatures incorporated herein by reference.

	See Exhibit 99.1	12/14/2020
	** 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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