SmartRent (SMRT) Form 3 Fifth Wall Acquisition Corp. I / Brendan Wallace 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^*

Wallace Brendan

(Last) (First) (Middle)

C/O FIFTH WALL ACQUISITION CORP. I

6060 CENTER DRIVE 10TH FLOOR

(Street)

LOS ANGELES, CA 90045

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/04/2021

3. Issuer Name and Ticker or Trading Symbol
Fifth Wall Acquisition Corp. I [ FWAA ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chairman of the Board and CEO

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	8,481,000(3)	(1)	I	See Footnote(2)

Explanation of Responses:

1. As described in the Issuer's Registration Statement under the heading "Description of Securities," the Class B common stock will automatically convert into Class A common stock of the Issuer at the time of the Issuer's initial business combination and have no expiration date.

2. Fifth Wall Acquisition Sponsor, LLC, is the record holder of the shares reported herein. Fifth Wall Acquisition Sponsor, LLC is governed by two managers. Messr. Andriy Mykhaylovskyy and Brendan Wallace have shared voting and investment power over the shares held by Fifth Wall Acquisition Sponsor, LLC, and disclaim beneficial ownership of the shares held by Fifth Wall Acquisition Sponsor, LLC except to the extent of their pecuniary interest therein.

3. The shares of Class B common stock owned by the Reporting Person includes up to 1,125,000 shares that are subject to forfeiture in the event 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.

Remarks:

Exhibit 24: Power of Attorney

	/s/ Brendan Wallace	02/05/2021
	** 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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