Healthwell Acquisition Corp. I (HWEL) Form 3 Healthwell Acquisition Corp. I / Alyssa Rapp 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^*

Rapp Alyssa

(Last) (First) (Middle)

1001 GREEN BAY RD. #227

(Street)

WINNETKA IL 60093

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/02/2021

3. Issuer Name and Ticker or Trading Symbol
Healthwell Acquisition Corp. I [ HWEL ]

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

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
Chief Executive Officer

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)
Class B Common Stock	7,187,500	I	See Footnote(1)

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:

1. The shares of Class B common stock are convertible for the Issuer's Class A common stock as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-253418) (the "Registration Statement") and have no expiration date. The shares of Class B common stock beneficially owned by the Healthwell Acquisition Corp. I Sponsor, LLC (the "Sponsor") include up to 937,500 Class B common stock subject to forfeiture to the Issuer depending on the extent to which the underwriters' over-allotment option is exercised in connection with the Issuer's initial public offering of units, as described in the Registration Statement. As Co-Manager of the Sponsor, the Reporting Person may be deemed to have indirect beneficial ownership of the Issuer's Class B common stock held by the Sponsor. The Reporting Persons disclaims beneficial ownership except to the extent of her pecuniary interest therein.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Emily Semon, as attorney-in-fact	08/02/2021
	** 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).
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