SEC Form 4/A · accession 0001615774-19-001864
CF Finance Acquisition Corp. · CFFA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owners
L. P. Cantor Fitzgerald
10% Owner
Howard W Lutnick
Officer — Chief Executive Officer · Director · 10% Owner
CF GROUP MANAGEMENT INC
10% Owner
CF Finance Holdings LLC
10% Owner
Period of report
Jan 29, 2019
Accepted (ET)
Feb 4, 2019 · 7:31 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001728041
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 Common StockF3,F4,F1 | — | Jan 29, 2019 | J | 122,897 | D | — | — | Class A Common Stock | 122,897 | 7,054,603 | I |
Explanation of responses
- F1As described in the issuer's registration statement on Form S-1 (File No. 333-228420) under the heading "Description of Securities--Founder Shares", the shares of Class B common stock will automatically convert into shares of Class A common stock 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 stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights.
- F2As contemplated in connection with the initial public offering of the issuer, 122,897 shares of Class B common stock were returned by CF Finance Holdings LLC (the "Sponsor") to the issuer for no consideration and cancelled because the underwriters' over-allotment option was not exercised in full.
- F3On January 30, 2019, the reporting persons filed a Form 4, which mistakenly reported that they beneficially owned an aggregate of 7,064,603 shares of Class B common stock of the issuer subsequent to the transactions reported therein. The reporting persons owned an aggregate of 7,054,603 shares of Class B common stock of the issuer as of January 30, 2019 and such number remains unchanged as of the date hereof.
- F4The Sponsor is the record holder of the securities reported herein. Cantor Fitzgerald, L.P. ("Cantor") is the sole member of the Sponsor. CF Group Management, Inc. is the managing general partner of Cantor. Mr. Lutnick, the issuer's Chairman and Chief Executive Officer, is the President of CF Group Management, Inc. ("CFGM") and trustee of CFGM's sole stockholder. As such, each of Cantor, CFGM and Mr. Lutnick may be deemed to have beneficial ownership of the securities directly held by the Sponsor. Each such entity or person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.