SEC Form 4 · accession 0000899243-18-008958
Leo Holdings Corp. · LHC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Leo Investors General Partner Ltd
10% Owner
Leo Investors Limited Partnership
10% Owner
Period of report
Mar 30, 2018
Accepted (ET)
Mar 30, 2018 · 8:35 am EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001725134
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B ordinary sharesF2,F1,F3 | — | Mar 30, 2018 | J | 750,000 | D | — | — | Class A ordinary shares | 750,000 | 4,910,000 | D |
Explanation of responses
- F1This Form 4 is being jointly filed by and on behalf of Leo Investors Limited Partnership ("LP") and Leo Investors General Partner Limited ("GP"). LP is controlled by GP, its general partner. GP is governed by a three member board of directors. Each director has one vote, and the approval of a majority of the directors is required to approve an action of GP. Under the so-called "rule of three," if voting and dispositive decisions regarding an entity's securities are made by two or more individuals, and a voting and dispositive decision requires the approval of a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity's securities. Based upon the foregoing analysis, no individual director of GP exercises voting or dispositive control over any of the securities held by LP. Accordingly, none of them will be deemed to have or share beneficial ownership of such shares.
- F2As described in the issuer's registration statement on Form S-1 (File No. 333-222599) under the heading "Description of Securities-Founder Shares", the Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for share splits, share capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.
- F3This Form 4 reflects the cancellation by the issuer of 750,000 Class B ordinary shares, which were automatically surrendered to the issuer for no consideration by the reporting person pursuant to contractual arrangements with the issuer, triggered by the election by the underwriters of the issuer's initial public offering not to exercise their option to purchase additional units.