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*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 08/08/2022 | 3. Issuer Name and Ticker or Trading Symbol Rubicon Technologies, Inc. [ RBT ] | |||||||||||||
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 | 2,880,669(1) | I | By ACM ASOF VIII Secondary-C LP(2) |
Class A common stock | 459,106(3) | I | By ACM Alameda Special Purpose Investment Fund II LP(4) |
Class A common stock | 261,060(5) | I | By Atalaya Special Purpose Investment Fund II LP(6) |
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 | (7) | (7) | Class A common stock | 50,000 | 11.5 | I | By ACM Alamosa (Cayman) Holdco LP(8) |
Explanation of Responses: |
1. ACM ASOF VIII Secondary-C LP ("ASOF") acquired shares of Class A ordinary shares, par value $0.0001 per share, of Founder SPAC (the "Founder Shares") prior to the closing of the Issuer's Business Combination on August 15, 2022. Following the closing of the Issuer's Business Combination, Founder SPAC was renamed Rubicon Technologies, Inc. and the Founder Shares were converted on a one-to-one basis into shares of Class A common stock, par value $0.0001 per share, of the Issuer ("Common Stock"). |
2. Atalaya Capital Management LP ("ACM") is the investment manager of ASOF. ACM disclaims beneficial ownership over the securities reported herein, except to the extent of its pecuniary interest therein, if any. |
3. ACM Alameda Special Purpose Investment Fund II LP ("Alameda") acquired Founder Shares prior to the closing of the Issuer's Business Combination on August 15, 2022. Following the closing of the Issuer's Business Combination, Founder SPAC was renamed Rubicon Technologies, Inc. and the Founder Shares were converted on a one-to-one basis into shares of Common Stock of the Issuer. |
4. ACM is the investment manager of Alameda. ACM disclaims beneficial ownership over the securities reported herein, except to the extent of its pecuniary interest therein, if any. |
5. Atalaya Special Purpose Investment Fund II LP ("ASPIF II") acquired Founder Shares prior to the closing of the Issuer's Business Combination on August 15, 2022. Following the closing of the Issuer's Business Combination, Founder SPAC was renamed Rubicon Technologies, Inc. and the Founder Shares were converted on a one-to-one basis into shares of Common Stock of the Issuer. |
6. ACM is the investment manager of ASPIF II. ACM disclaims beneficial ownership over the securities reported herein, except to the extent of its pecuniary interest therein, if any. |
7. The warrants will become exercisable on September 14, 2022 and will expire on August 15, 2027 or earlier upon redemption or liquidation. |
8. ACM is the investment manager of ACM Alamosa (Cayman) Holdco LP ("Alamosa"). ACM disclaims beneficial ownership over the securities reported herein, except to the extent of its pecuniary interest therein, if any. |
Atalaya Capital Management LP By: /s/ Drew Phillips, Authorized Signatory | 08/18/2022 | |
** 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. |