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) 03/01/2021 | 3. Issuer Name and Ticker or Trading Symbol NightDragon Acquisition Corp. [ NDAC ] | |||||||||||||
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 | 8,625,000(2) | (1) | I | Via NightDragon Acquisition Sponsor, LLC(3) |
Explanation of Responses: |
1. As described in the issuer's registration statement on Form S-1 (File No. 333-252909), as amended, under the heading "Description of Securities-Class B Common Stock", the shares of Class B common stock will convert into shares of the issuer's Class A common stock only upon the occurrence of certain triggering events, one of which will occur upon the consummation of the issuer's initial business combination, three of which will be based on shares of the issuer's Class A common stock trading at $12.00, $15.00 and $20.00 per share following the issuer's initial business combination, and one of which will be based upon a specified strategic transaction following the issuer's initial business combination if the effective price per share of the issuer's Class A common stock is at least equal to $12.00 in such transaction, in each case prior to the 10th anniversary of the issuer's initial business combination |
2. The shares of Class B common stock owned by the reporting person include up to 1,125,000 shares that are subject to forfeiture to the extent the underwriters of the issuer's initial public offering securities do not exercise in full their over-allotment option, as described in the issuer's above-referenced registration statement. |
3. NightDragon Acquisition Sponsor, LLC is controlled by the reporting person. Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the reporting person is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any equity securities in excess of its respective pecuniary interest. |
Remarks: |
Power of Attorney |
Steve Simonian, Attorney in fact for David G. DeWalt | 03/01/2021 | |
** 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). | ||
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. |