Teresa Carlson Form 3 KnightSwan Acquisition / Teresa Carlson 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^*

KnightSwan Sponsor LLC

(Last) (First) (Middle)

C/O KNIGHTSWAN ACQUISITION CORPORATION

99 WALL STREET, SUITE 460

(Street)

NEW YORK NY 10005

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/20/2022

3. Issuer Name and Ticker or Trading Symbol
KnightSwan Acquisition Corp [ KNSW ]

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

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

5. 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 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
Class B Common Stock	(1)	(1)	Class A Common Stock	5,750,000(2)	(1)	D(3)

1. Name and Address of Reporting Person^*

KnightSwan Sponsor LLC

(Last) (First) (Middle)

C/O KNIGHTSWAN ACQUISITION CORPORATION

99 WALL STREET, SUITE 460

(Street)

NEW YORK NY 10005

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Daly Brandee

(Last) (First) (Middle)

C/O KNIGHTSWAN ACQUISITION CORPORATION

99 WALL STREET, SUITE 460

(Street)

NEW YORK NY 10005

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Carlson Teresa

(Last) (First) (Middle)

C/O KNIGHTSWAN ACQUISITION CORPORATION

99 WALL STREET, SUITE 460

(Street)

NEW YORK NY 10005

(City) (State) (Zip)

Explanation of Responses:

1. The reported shares of KnightSwan Acquisition Corporation (the "Issuer") are directly held by KnightSwan Sponsor LLC (the "Sponsor"). The Issuer's shares of Class B common stock, par value $0.0001 per share, are convertible for the Issuer's shares of Class A common stock, par value $0.0001 per share, as described in the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-261856) and have no expiration date.

2. If the underwriter's option to purchase additional units is not exercised in full, the Sponsor will forfeit to the Issuer up to 750,000 founder shares upon the expiration of the underwriter's option to purchase additional units.

3. The Sponsor is the record holder of such shares of Class B common stock. Ms. Daly and Ms. Carlson are the members of the Sponsor and share voting and investment discretion with respect to the shares of Class B common stock held of record by the Sponsor. In addition, each of Ms. Daly and Ms. Carlson may be entitled to distributions of private placement warrants from the Sponsor following the consummation of the initial business combination. Each of Ms. Daly and Ms. Carlson disclaims any beneficial ownership of the securities held by the Sponsor, other than to the extent of any pecuniary interest she may have therein, directly or indirectly.

Remarks:

Brandee Daly is the Chief Executive Officer of the Issuer. Teresa Carlson is the Non-Executive Chair of the Board of Directors of the Issuer.

	/s/ See Signatures Included in Exhibit 99.1	01/20/2022
	** Signature of Reporting Person	Date
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