Blue Ocean Acquisition (BOCN) Form 3 Blue Ocean Acquisition / Marcus Brauchli 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^*

Brauchli Marcus

(Last) (First) (Middle)

2 WISCONSIN CIRCLE

7TH FLOOR

(Street)

CHEVY CHASE MD 20815

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/02/2021

3. Issuer Name and Ticker or Trading Symbol
Blue Ocean Acquisition Corp [ BOCN ]

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

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

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
Class B Ordinary Shares	(1)	(1)	Class A Ordinary Shares	4,503,750(2)	(1)	I	See Footnote(3)

Explanation of Responses:

1. The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the Issuer's initial business combination on a one-for-one basis, subject to adjustment, and have no expiration date.

2. Includes up to 618,750 shares that are subject to forfeiture, for no consideration, after the closing of the Issuer's initial public offering depending on the extent to which the underwriter's option to purchase additional units is exercised.

3. These Class B ordinary shares are held directly by Blue Ocean Sponsor LLC ("Sponsor"). The Reporting Person is a manager of Sponsor. As such, the Reporting Person may be deemed to have beneficial ownership of the Class B ordinary shares held directly by Sponsor. The Reporting Person disclaims beneficial ownership over any securities owned by Sponsor in which he does not have any pecuniary interest.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Stuart Karle, Attorney-in-Fact for Marcus Brauchli	12/02/2021
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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