SEC Info - Cowen & Co., LLC, et al. - ‘4’ for 11/3/22 re: Progress Acquisition Corp.

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN 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:

3235-0287

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

COWEN INC.

2. Issuer Name and Ticker or Trading Symbol
Progress Acquisition Corp. [PGRW]

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

_____ Director

__X__ 10% Owner

_____ Officer (give title below)

_____ Other (specify below)

(Last)

(First)

(Middle)

599 LEXINGTON AVENUE, 20TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
11/3/22

(Street)

NEW YORK, NY 10022

4. If Amendment, Date Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Rule 10b5-1(c) Transaction Indication
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

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

Amount

(A) or (D)

Price

Class A Common Stock

11/3/22

11,885

$10.1015 ⁽⁴⁾

103,299

I ⁽¹⁾ ⁽²⁾ ⁽³⁾

By Cowen and Company, LLC ⁽¹⁾ ⁽²⁾ ⁽³⁾

Class A Common Stock

11/4/22

3,299

$10.0733 ⁽⁵⁾

100,000

I ⁽¹⁾ ⁽²⁾ ⁽³⁾

By Cowen and Company, LLC ⁽¹⁾ ⁽²⁾ ⁽³⁾

Class A Common Stock

2/6/23

$10.37

99,925

I ⁽¹⁾ ⁽²⁾ ⁽³⁾

By Cowen and Company, LLC ⁽¹⁾ ⁽²⁾ ⁽³⁾

Class A Common Stock

2/8/23

100

$10.37

99,825

I ⁽¹⁾ ⁽²⁾ ⁽³⁾

By Cowen and Company, LLC ⁽¹⁾ ⁽²⁾ ⁽³⁾

Class A Common Stock

2/9/23

400

$10.35

99,425

I ⁽¹⁾ ⁽²⁾ ⁽³⁾

By Cowen and Company, LLC ⁽¹⁾ ⁽²⁾ ⁽³⁾

Class A Common Stock

2/13/23

100

$10.35

99,325

I ⁽¹⁾ ⁽²⁾ ⁽³⁾

By Cowen and Company, LLC ⁽¹⁾ ⁽²⁾ ⁽³⁾

Class A Common Stock

2/22/23

100

$10.33

99,225

I ⁽¹⁾ ⁽²⁾ ⁽³⁾

By Cowen and Company, LLC ⁽¹⁾ ⁽²⁾ ⁽³⁾

Class A Common Stock

2/24/23

100

$10.35

99,125

I ⁽¹⁾ ⁽²⁾ ⁽³⁾

By Cowen and Company, LLC ⁽¹⁾ ⁽²⁾ ⁽³⁾

Class A Common Stock

3/3/23

$10.39

99,050

I ⁽¹⁾ ⁽²⁾ ⁽³⁾

By Cowen and Company, LLC ⁽¹⁾ ⁽²⁾ ⁽³⁾

Class A Common Stock

3/24/23

950

$10.5459 ⁽⁶⁾

100,000

I ⁽¹⁾ ⁽²⁾ ⁽³⁾

By Cowen and Company, LLC ⁽¹⁾ ⁽²⁾ ⁽³⁾

Class A Common Stock

5/9/23

J ⁽⁷⁾

100,000

$10.29 ⁽⁷⁾

I ⁽¹⁾ ⁽²⁾ ⁽³⁾

By Cowen and Company, LLC ⁽¹⁾ ⁽²⁾ ⁽³⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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 control number.

SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address

Relationships

Director

10% Owner

Officer

Other

COWEN INC.
599 LEXINGTON AVENUE, 20TH FLOOR
NEW YORK, NY 10022

COWEN AND COMPANY, LLC
599 LEXINGTON AVENUE, 20TH FLOOR
NEW YORK, NY 10022

Cowen Holdings, Inc.
599 LEXINGTON AVENUE, 20TH FLOOR
NEW YORK, NY 10022

RCG LV Pearl LLC
599 LEXINGTON AVENUE, 20TH FLOOR
NEW YORK, NY 10022

Signatures

Cowen Inc., By: /s/ Stephen A. Lasota, Chief Financial Officer

5/15/23

^**Signature of Reporting Person

Date

Cowen and Company, LLC, By: Cowen Holdings, Inc., sole member, By: RCG LV Pearl LLC, sole owner, By: Cowen Inc., sole member, By: /s/ Stephen A. Lasota, Chief Financial Officer

5/15/23

^**Signature of Reporting Person

Date

Cowen Holdings, Inc., By: RCG LV Pearl LLC, sole owner, By: Cowen Inc., sole member, By: /s/ Stephen A. Lasota, Chief Financial Officer

5/15/23

^**Signature of Reporting Person

Date

RCG LV Pearl LLC, By: Cowen Inc., sole member, By: /s/ Stephen A. Lasota, Chief Financial Officer

5/15/23

^**Signature of Reporting Person

Date

Explanation of Responses:

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).

(1)

This Form 4 is filed jointly by Cowen Inc., Cowen and Company, LLC ("Cowen and Company"), Cowen Holdings, Inc. ("Cowen Holdings") and RCG LV Pearl LLC ("RCG", and collectively, the "Reporting Persons").

(2)

Each of the Reporting Persons declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) of the US Securities Exchange Act of 1934, as amended, or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any group with respect to the Issuer or any securities of the Issuer. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

(3)

Represents securities owned directly by Cowen and Company. Cowen Holdings is the sole member of Cowen and Company. RCG is the sole owner of Cowen Holdings. Cowen Inc. is the sole member of RCG. In such capacities, each of Cowen Holdings, RCG and Cowen Inc. may be deemed to beneficially own the securities owned directly by Cowen and Company, but disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

(4)

The transaction was executed in multiple trades in prices ranging from $10.10 to $10.12, inclusive. The price reported in Column 4 above reflects the weighted average sale price. The Reporting Persons hereby undertake to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.

(5)

The transaction was executed in multiple trades in prices ranging from $10.07 to $10.08, inclusive. The price reported in Column 4 above reflects the weighted average sale price. The Reporting Persons hereby undertake to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.

(6)

The transaction was executed in multiple trades in prices ranging from $10.54 to $10.55, inclusive. The price reported in Column 4 above reflects the weighted average purchase price. The Reporting Persons hereby undertake to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares purchased at each respective price within the range set forth in this footnote.

(7)

In connection with the dissolution and liquidation of the Issuer and in accordance with its Amended and Restated Certificate of Incorporation, as amended, the Issuer will be redeeming all of the outstanding shares of its Class A Common Stock that were included in the units issued in its initial public offering, including the 100,000 shares held by Cowen and Company. The redemption price is currently being calculated, which the Issuer has estimated to be approximately $10.29 per share. The Reporting Persons will file an amendment to this Form 4 after the final liquidation date to disclose the final redemption price if it is materially different from the estimated redemption price reported herein.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

____________ Transaction Codes:
J	Other acquisition or disposition.
P	Open market or private purchase of non-derivative or derivative security.
S	Open market or private sale of non-derivative or derivative security.

Cowen & Co., LLC, et al. – ‘4’ for 11/3/22 re: Progress Acquisition Corp.

On: Monday, 5/15/23, at 5:49pm ET · For: 11/3/22 · Accession #: 1140361-23-24821 · File #: 1-40027

Previous ‘4’: ‘4’ on 4/25/23 for 4/21/23 · Next: ‘4’ on 9/6/23 for 9/1/23 · Latest: ‘4’ on 3/15/24 for 3/8/24

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34

Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Reporting Owners

Signatures

Explanation of Responses:

Cowen & Co., LLC, et al. – ‘4’ for 11/3/22 re: Progress Acquisition Corp.

On: Monday, 5/15/23, at 5:49pm ET · For: 11/3/22 · Accession #: 1140361-23-24821 · File #: 1-40027

Previous ‘4’: ‘4’ on 4/25/23 for 4/21/23 · Next: ‘4’ on 9/6/23 for 9/1/23 · Latest: ‘4’ on 3/15/24 for 3/8/24

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Reporting Owners

Signatures

Explanation of Responses:

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34

Filing Table of Contents