Sam S Potter Form 3 Rotor Acquisition / Sam S Potter 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^*

Potter Sam S

(Last) (First) (Middle)

405 LEXINGTON AVENUE

(Street)

NEW YORK NY 10174

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/14/2021

3. Issuer Name and Ticker or Trading Symbol
Rotor Acquisition Corp. [ ROT.U ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
VP of Corporate Development

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

Explanation of Responses:

Remarks:

The reporting person is a member of and holds a non-controlling interest in Rotor Sponsor LLC (the "Sponsor"), which beneficially owns 6,900,000 shares of Class B Common Stock of the Issuer. The Sponsor has also agreed to purchase certain warrants of the Issuer in connection with the Issuer's initial public offering. The Sponsor is controlled by Brian Finn, the Issuer's Chief Executive Officer and a director. The reporting person disclaims any beneficial ownership of the shares held by the Sponsor except to the extent of any pecuniary interest therein.

No securities are beneficially owned.

	/s/ Sam S. Potter	01/14/2021
	** 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.
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