FORM 4
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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
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OMB APPROVAL
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Estimated average burden hours per response... | 0.5 |
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(Print or Type Responses)
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1.Title of Security (Instr. 3)
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock | 4/12/23 |
| C |
| 5,482,000 (1) | A | (1) | 5,482,000 | D |
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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)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code (Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)
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6. Date Exercisable and Expiration Date (Month/Day/Year)
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7. Title and Amount of Underlying Securities (Instr. 3 and 4)
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8. Price of Derivative Security (Instr. 5)
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9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Class B Common Stock | (1) | 4/12/23 |
| C |
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| 5,482,000 |
(1) |
(1) | Class A Common Stock | 5,482,000 | (1) |
0
| I | See footnote (2) |
Reporting Owners
Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Hawks Carney 600 LEXINGTON AVENUE, 9TH FLOOR NEW YORK, NY 10022 |
X
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X
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| See Remarks |
Hawks Sponsor LLC 600 LEXINGTON AVENUE, 9TH FLOOR NEW YORK, NY 10022 |
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X
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Hawks Acquisition Founders Co LLC 600 LEXINGTON AVENUE, 9TH FLOOR NEW YORK, NY 10022 |
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X
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JC Hawks & Co LLC 600 LEXINGTON AVENUE, 9TH FLOOR NEW YORK, NY 10022 |
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X
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Signatures
/s/ See Signatures Included in Exhibit 99.1 | |
4/14/23 |
**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) | On April 12, 2023, the Reporting Person converted its shares of Class B common stock, par value $0.0001 per share, into shares of Class A common stock, par value $0.0001 per share, pursuant to the terms of the Class B common stock as described in the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-258264). |
(2) | J. Carney Hawks is the managing member of JC Hawks & Co LLC, which is the managing member of Hawks Acquisition Founders Company LLC, which is the managing member of Hawks Sponsor LLC. The shares beneficially owned by Hawks Sponsor LLC may also be deemed to be beneficially owned by Mr. Hawks, JC Hawks & Co LLC, and Hawks Acquisition Founders Company LLC. |
Remarks: Chief Executive Officer and Chairman of the Board of Directors |
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 Code: |
C | Conversion of derivative security. |
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