Innventure Form 3 Innventure / DANIEL J HENNESSY 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^*

HENNESSY DANIEL J

(Last) (First) (Middle)

6900 TAVISTOCK LAKES BLVD, SUITE 400

(Street)

ORLANDO FL 32827

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/02/2024

3. Issuer Name and Ticker or Trading Symbol
Innventure, Inc. [ INV ]

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

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

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)
Common Stock	1,170,262(1)(2)	D

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

Explanation of Responses:

1. Received in connection with the business combination (the "Business Combination") in accordance with the terms of the business combination agreement (as amended and supplemented or otherwise modified), dated as of October 24, 2023, by and among Learn CW Investment Corporation, a Cayman Islands exempted company ("Learn CW"), Innventure LLC, a Delaware limited liability company ("Innventure"), Learn SPAC HoldCo, Inc., a Delaware corporation and direct, wholly-owned subsidiary of Learn CW ("Holdco"), LCW Merger Sub, Inc., a Delaware corporation and direct, wholly-owned subsidiary of Holdco, and Innventure Merger Sub, LLC, a Delaware limited liability company and direct, wholly-owned subsidiary of Holdco, which closed on October 2, 2024 (the "Closing Date").

2. At the Closing Date, the Reporting Person acquired these shares in exchange for the ownership interests of Learn CW held immediately prior to the closing of the Business Combination, which were automatically converted into a number of shares of the Issuer's common stock, par value $0.0001 per share ("Common Stock").

Remarks:

Exhibit 24.1 - Power of Attorney. The Issuer has been renamed "Innventure, Inc."

	/s/ Suzanne Niemeyer, Attorney-In-Fact	10/02/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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