| 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) 12/09/2021 | 3. Issuer Name and Ticker or Trading Symbol Forbion European Acquisition Corp. [ FRBNU ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) 12/09/2021 | ||||||||||||||
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 Ordinary Shares | 2,000,000 | I | See Footnotes(2)(4)(5)(6)(7) |
| 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 | ||||
| Class B Ordinary Shares | (1) | (1) | Class A Ordinary Shares | 3,162,500 | (1) | I | See Footnotes(3)(4)(5)(6)(7) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Each Class B Ordinary Share will automatically convert into a Class A Ordinary Share at the time of the Issuer's initial business combination or earlier at the option of the Reporting Person as described in the section entitled "Description of Securities" of the Issuer's registration statement on Form S-1 (Reg. No. 333-261308). |
| 2. Forbion Growth Opportunities Fund I cooperatief U.A. ("Forbion Cooperatief") is the record holder of the Class A Ordinary Shares reported herein. |
| 3. Forbion Growth Sponsor FEAC I B.V. (the "Sponsor") is the record holder of the Class B Ordinary Shares reported herein. The Sponsor is controlled by a four-person Board of Managers comprised of J.M Bos, C. Lesser, S. Slootweg, M.A. and W.S.J. Joustra (the "Sponsor Board"). All voting and dispositive decisions with respect to the Class B Ordinary Shares held by the Sponsor are made by a majority vote of the Sponsor Board. |
| 4. Forbion Cooperatief wholly owns the Sponsor. Forbion Growth Management B.V. is the sole director of Forbion Cooperatief and exercises voting and investment power through its investment committee (the "Management Investment Committee"), consisting of S. Slootweg, M. A. van Osch, G. J. Mulder, V. van Houten, D.A.F. Kersten, N.L. Luneborg, W.S.J. Joustra and J.M. Bos. None of the members of the Management Investment Committee has individual voting and investment power with respect to the Class A Ordinary Shares or Class B Ordinary Shares reported herein. |
| 5. Sponsor and Forbion Cooperatief may be deemed to have shared voting and investment power over the Class B Ordinary Shares held by the Sponsor. Forbion Management may be deemed to share voting and investment power (i) with Forbion Cooperatief over the 2,000,000 Class A Ordinary Shares held by Forbion Cooperatief and (ii) with Forbion Cooperatief and, indirectly, the Sponsor, over the Class B Ordinary Shares held by the Sponsor. |
| 6. Under the so-called "rule of three," if voting and dispositive decisions regarding an entity's securities are made by three or more individuals, and a voting or dispositive decision requires the approval of a majority of those individuals, none of the individuals is deemed a beneficial owner of the entity's securities. Accordingly, because none of the members of Sponsor Board or the Management Investment Committee has individual voting or investment control over any of the Class A Ordinary Shares or Class B Ordinary Shares reported herein, no member of the Sponsor Board or the Management Investment Committee is deemed to have or share beneficial ownership of such shares. |
| 7. Each Reporting Person disclaims beneficial ownership of the shares reported herein, except to the extent of its pecuniary interest therein. |
| /s/ Fobion Growth Sponsor FEAC I B.V., By: Sander Slootweg, Director, and Wouter Joustra, its Director | 03/18/2022 | |
| /s/ Forbion Growth Opportunities Fund I Cooperatief U.A., By: Sander Slootweg, on behalf of Forbion Growth Management B.V., Director and Wouter Joustra, on behalf of Forbion Growth Management B.V., Director | 03/18/2022 | |
| /s/ Forbion Growth Management B.V., By: Sander Slootweg, Director, and Wouter Joustra,its Director | 03/18/2022 | |
| ** 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. | ||
