| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Isleworth Healthcare Acquisition Corp. [ ISLEU ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 03/01/2021 | ||||||||||||||||||||||||||
| 4. 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 Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Private Warrants to purchase common stock | $11.5 | 03/01/2021 | P | 4,480,000(1) | (2) | (3) | Common stock | 4,480,000 | $1 | 4,480,000 | I | By Isleworth Healthcare Sponsor I, LLC(4) | |||
| Private Warrants to purchase common stock | $11.5 | 03/02/2021 | P | 432,000(1) | (2) | (3) | Common stock | 432,000 | $1 | 4,912,000 | I | By Isleworth Healthcare Sponsor I, LLC(4) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Isleworth Healthcare Sponsor I, LLC ("Sponsor") purchased 4,480,000 warrants and 432,000 warrants on March 1, 2021 and March 2, 2021, respectively, as described in the issuer's registration statement on Form S-1 (File No. 333-252308), in a private placement of warrants at a price of $1.00 per private placement warrant. Each whole private placement warrant is exercisable to purchase one share of common stock at a price of $11.50 per share. |
| 2. The warrants become exercisable on the later of (i) 30 days after the completion of the registrant's initial business combination and (ii) 12 months from the closing of the registrant's initial public offering. |
| 3. The warrants expire five years after the completion of the registrant's initial business combination or earlier upon redemption or liquidation, as described in the Form S-1 (File No. 333-252308). |
| 4. The warrants are held by Sponsor. Robert Whitehead is the sole manager of the Sponsor. Mr. Whitehead disclaims beneficial ownership of the securities held by the Sponsor except to the extent of his pecuniary interest therein. |
| Remarks: |
| /s/ Robert Whitehead | 03/03/2021 | |
| /s/ Isleworth Healthcare Sponsor I, LLC, by Robert Whitehead as Manager | 03/03/2021 | |
| ** 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 4 (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. | ||
