Steinberg Joseph S Form 3 Pershing Square Tontine / JOSEPH S STEINBERG 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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

STEINBERG JOSEPH S

(Last)

(First)

(Middle)

787 ELEVENTH AVENUE, 9TH FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/21/2020

3. Issuer Name and Ticker or Trading Symbol
Pershing Square Tontine Holdings, Ltd. [ PSTH ]

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)
Class A Common Stock	9,375⁽¹⁾	I	By Joseph S. and Diane H. Steinberg Charitable Trust

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Redeemable Warrants	⁽²⁾	⁽²⁾	Class A Common Stock	1,041⁽¹⁾	23	I	By Joseph S. and Diane H. Steinberg Charitable Trust
Contingent Right to receive Redeemable Warrants	⁽²⁾	⁽²⁾	Class A Common Stock	⁽³⁾	23	I	By Joseph S. and Diane H. Steinberg Charitable Trust
Director Warrants	⁽⁴⁾	⁽⁴⁾	See Footnote 4⁽⁴⁾	⁽⁴⁾	24	D
Director Warrants	⁽⁴⁾	⁽⁴⁾	See Footnote 5⁽⁵⁾	⁽⁵⁾	24	I	By Joseph S. and Diane H. Steinberg Charitable Trust

Explanation of Responses:

1. Reflects the 9,375 units ("Units") of the Issuer purchased in the Issuer's initial public offering, at a price of $20.00 per Unit. Each Unit is comprised of one share of the Issuer's Class A common stock, par value $0.0001 per share ("Class A Common Stock"), one-ninth of one redeemable warrant and a contingent right to receive additional redeemable warrants in connection with the Issuer's initial business combination.

2. The redeemable warrants become exercisable on the later of (i) 30 days after the completion of the Issuer's initial business combination and (ii) 12 months from the closing of the Issuer's initial public offering, and expire five years after the completion of the Issuer's initial business combination, or earlier upon their redemption or the liquidation of the Issuer.

3. An aggregate of 44,444,444 redeemable warrants will be distributed immediately prior to the Issuer's initial business combination, on a pro-rata basis, to the holders of record of the shares of Class A Common Stock issued in the initial public offering that remain outstanding after giving effect to any redemptions of such shares of Class A Common Stock. This contingent right will remain attached to the such shares of Class A Common Stock and may not be separately sold or transferred. Such redeemable warrants will have the same terms as those included in the Units.

4. Concurrently with the Issuer's initial public offering, the Reporting Person purchased, in a private placement, an aggregate of $625,000 of director warrants ("Director Warrants"), which will be exercisable, in the aggregate, for that number of shares equal to approximately 0.057% of the outstanding shares (on a fully diluted basis) of the post-combination company, at an exercise price of $24.00 per share of the post-combination company. The Director Warrants may not be sold or transferred (with limited exceptions) or exercised until three years after the Issuer's initial business combination, and expire 10 years after the date of the Issuer's initial business combination.

5. Reflects the purchase of an aggregate of $187,500 of Director Warrants, which will be exercisable, in the aggregate, for that number of shares equal to approximately 0.017% of the outstanding shares (on a fully diluted basis) of the post-combination company.

Remarks:

Exhibit List: Exhibit 24.1 - Power of Attorney

	/s/ Steve Milankov, attorney-in-fact for Joseph S. Steinberg	07/22/2020
	** 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.

Steinberg Joseph S Form 3Pershing Square Tontine / JOSEPH S STEINBERG ownership change