| 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) 03/23/2021 | 3. Issuer Name and Ticker or Trading Symbol Glass Houses Acquisition Corp. [ GLHA ] | |||||||||||||
| 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) |
| Class A common stock(1) | 2,000,000 | I | See Footnote(2) |
| 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 | ||||
| Warrants(3) | (4) | (4) | Class A common stock | 1,000,000 | 11.5(4) | I | See Footnote(2) |
| Class B common stock | (5) | (5) | Class A common stock | 20,000 | (5) | I | See Footnote(6) |
| Class B common stock | (5) | (5) | Class A common stock | 5,650,000(7) | (5) | I | See Footnote(8) |
| Explanation of Responses: |
| 1. The Clients (as defined below) hold Units, each of which consists of one share of Class A common stock and one-half of one warrant. The Class A common stock reported herein represents the Class A common stock underlying such Units. |
| 2. The reported securities are directly owned by clients (the "Clients") of Hound Partners, LLC and may be deemed to be beneficially owned by Hound Partners, LLC as the investment manager to the Clients. The Reporting Person disclaims beneficial ownership in the securities reported on this Form 3 except to the extent of its pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
| 3. The Clients hold Units, each of which consists of one share of Class A common stock and one-half of one warrant. The warrants reported herein represent the warrants underlying such Units. |
| 4. Each whole warrant entitles the holder thereof to purchase one share of Class A common stock at a price of $11.50 per share, subject to certain adjustments. The warrants will become exercisable 30 days after the completion of the issuer's initial business combination, and will expire five years after the completion of the issuer's initial business combination or earlier upon redemption or liquidation. |
| 5. As described in the issuer's registration statement on Form S-1 (File No. 333-252865) under the heading "Description of Securities--Founder Shares", the shares of Class B common stock, par value $0.0001 per share, will automatically convert into shares of Class A common stock, par value $0.0001 per share, of the issuer at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date. |
| 6. The reported securities are directly owned by Jonathan Auerbach, a director of the issuer who indirectly owns and controls Hound Partners, LLC. The Reporting Person disclaims beneficial ownership in the securities reported on this Form 3 except to the extent of its pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
| 7. The Class B common stock reported includes up to 750,000 shares that are subject to forfeiture to the extent the underwriter of the initial public offering of the issuer's securities does not exercise in full its over-allotment option as described in the issuer's registration statement. |
| 8. The 5,650,000 shares of Class B common stock reported are owned directly by Glass Houses Sponsor LLC, a Delaware limited liability company (the "Sponsor"). Jonathan Auerbach has a minority interest in the Sponsor, and does not have dispositive power over the securities held by the Sponsor. The Reporting Person disclaims beneficial ownership in the securities reported on this Form 3 except to the extent of its pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
| Hound Partners, LLC, By: /s/ Jonathan Auerbach, Managing Member | 03/25/2021 | |
| ** 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. | ||
