Statement of Changes in Beneficial Ownership (4)
20 Dezembro 2021 - 7:05PM
Edgar (US Regulatory)
FORM 4
[X]
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
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OMB APPROVAL
OMB Number:
3235-0287
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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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1. Name and Address of Reporting Person
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Ermotti Sergio |
2. Issuer Name and Ticker or Trading Symbol
Investindustrial Acquisition Corp.
[
IIAC
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
SUITE 1, 3RD FLOOR,, 11-12 ST JAMES'S SQUARE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/17/2021 |
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(Street)
LONDON, X0 SW1Y 4LB
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. 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 Ordinary Shares | 12/17/2021 | | C | | 1359375 | A | (1)(2) | 1359375 | D | |
| Class A Ordinary Shares | 12/17/2021 | | D | | 1359375 (2) | D | (2) | 0 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security
(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 | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Class B Ordinary Shares | (3) | 12/17/2021 | | J (3) | | 1284375 | | (1) | (1) | Class A Ordinary Shares | 1284375 | $0.00 | 1359375 | D | |
| Class B Ordinary Shares | (1) | 12/17/2021 | | C | | | 1359375 | (1) | (1) | Class A Ordinary Shares | 1359375 | (1)(2) | 0 | D | |
| Explanation of Responses: |
| (1) | As described in the Issuer's registration statement on Form S-1 (File No. 333-249462) under the heading "Description of Securities-Founder Shares", the Class B ordinary shares, par value $0.0001 per share, automatically convert into Class A ordinary shares, par value $0.0001 per share, of the issuer 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. |
| (2) | In connection with the Issuer's business combination with Ermenegildo Zegna Holditalia SpA (Zegna) and EZ Cayman, (i) the reported securities were converted into Class A Ordinary Shares and exchanged into Common Stock of Zegna and (ii) the reporting person resigned from the Issuer's board of directors. |
| (3) | The reported securities were received from Investindustrial Acquisition Corp. L.P. for no consideration in a pro rata distribution that is exempt pursuant to Rule 16a-9. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Ermotti Sergio
SUITE 1, 3RD FLOOR,
11-12 ST JAMES'S SQUARE
LONDON, X0 SW1Y 4LB | X |
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Signatures
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| /s/ Sergio Ermotti | | 12/20/2021 |
| **Signature of Reporting Person | Date |
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