Healthwell Acquisition Corp. I (HWEL) Form 4 Healthwell Acquisition Corp. I / John L MacCarthy ownership change

SEC Form 4

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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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^*

Healthwell Acquisition Corp. I Sponsor LLC

(Last) (First) (Middle)

1001 GREEN BAY RD. #227

(Street)

WINNETKA IL 60093

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/21/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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
Class A Common Stock	07/21/2023		C		6,249,999(1)	A	(1)	6,249,999	D(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Class B Common Stock	(1)	07/21/2023		C(1)			6,249,999	(1)	(1)	Class A Common Stock	6,249,999	(1)	1	D(2)

1. Name and Address of Reporting Person^*

Healthwell Acquisition Corp. I Sponsor LLC

(Last) (First) (Middle)

1001 GREEN BAY RD. #227

(Street)

WINNETKA IL 60093

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Rapp Alyssa

(Last) (First) (Middle)

C/O HEALTHWELL ACQUISITION CORP. I

1001 GREEN BAY RD. #227

(Street)

WINNETKA IL 60093

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MacCarthy John L

(Last) (First) (Middle)

C/O HEALTHWELL ACQUISITION CORP. I

1001 GREEN BAY RD. #227

(Street)

WINNETKA IL 60093

(City) (State) (Zip)

Explanation of Responses:

1. The shares of Class B common stock, par value $0.0001 per share, of the Issuer ("Class B Common Stock") are convertible into an equal number of shares of Class A common stock, par value $0.0001 per share, of the Issuer ("Class A Common Stock"). On July 21, 2023, Healthwell Acquisition Corp. I Sponsor LLC (the "Sponsor") elected to convert 6,249,999 shares of their Class B Common Stock into an equal number of shares of Class A Common Stock.

2. The securities are held directly by the Sponsor and indirectly by Alyssa Rapp, who serves as the Chief Executive Officer and a director of the Issuer, and John L. MacCarthy, who serves as a director of the Issuer, and who directly control the Sponsor. Certain of the Issuer's other directors and officers hold economic interests in the Sponsor and pecuniary interests in certain of the securities held by the Sponsor. Each of Ms. Rapp and Mr. MacCarthy and such other directors and officers disclaims beneficial ownership of such securities except to the extent of his or her pecuniary interest therein.

	Healthwell Acquisition Corp. I Sponsor LLC By: /s/ Alyssa J. Rapp, Manager By: /s/ John L. MacCarthy, Manager	07/25/2023
	/s/ Alyssa J. Rapp	07/25/2023
	/s/ John L. MacCarthy	07/25/2023
	** 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.