| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Zanite Acquisition Corp. [ ZNTE ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 01/21/2021 | ||||||||||||||||||||||||||
| 4. 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 Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock(1) | 01/21/2021 | S | 14,575 | D | $14 | 2,485,425 | D(3) | |||
| Class A Common Stock(1) | 02/01/2021 | J(2) | V | 2,485,425 | A | $10 | 2,485,425 | D(3) | ||
| Class A Common Stock | 02/01/2021 | S | 20,123 | D | $12.7049 | 2,465,302 | D(3) | |||
| Class A Common Stock | 02/17/2021 | S | 25,000 | D | $12.61 | 2,440,302 | D(3) | |||
| Class A Common Stock | 02/17/2021 | S | 62,512 | D | $12.4311 | 2,377,790 | D(3) | |||
| Class A Common Stock | 02/19/2021 | S | 75,000 | D | $12.701 | 2,302,790 | D(3) | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
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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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. The reported securities are included within 2,485,425 Units of Zanite Acquisition Corp. (the "Company") purchased by the reporting person for $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of Class A common stock at a price of $11.50, subject to certain adjustments. The warrants will become exercisable on the later of 30 days after the completion of the Company's initial business combination or 12 months from the closing of the Issuer's initial public offering. |
| 2. 2,485,425 units previously held by Security Benefit Life Insurance Company ("SBLI") were transferred to Triple8, LLC ("Trible8"), which is a sister company of SBLI (SBLI and Trible8 are both indirect subsidiaries of Eldridge Industries, LLC ("Eldridge")), at a price for $10.00 per Unit (the "Transfer"). The Transfer is an exempt transaction pursuant to Securities and Exchange Act Rule 16a-13 as a mere change in form of ownership. Following the Transfer, these Units are held directly by Trible8, and SBLI is no longer a reporting person. |
| 3. Trible8 is indirectly controlled by Eldridge. Todd L. Boehly is the indirect controlling member of Eldridge, and in such capacity, may be deemed to have voting and dispositive power with respect to the shares. Eldridge and Mr. Boehly disclaim beneficial ownership of the shares, except to the extent of their pecuniary interest therein. |
| Security Benefit Life Insurance Company, By: /s/ Joseph Wittrock, Senior Vice President and Chief Investment Officer | 02/24/2021 | |
| Triple8, LLC By: /s/ Joseph Wittrock, Manager and Vice President | 02/24/2021 | |
| Eldridge Industries, LLC, By: /s/ Todd Boehly, Authorized Signatory | 02/24/2021 | |
| /s/ Todd L. Boehly | 02/24/2021 | |
| ** 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 4 (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. | ||
