| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 08/04/2020 |
3. Issuer Name and Ticker or Trading Symbol
Holicity Inc. [ HOL ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Class B common stock | (1) | (1) | Class A common stock | 165,000 | (1) | D | |
| Class B common stock | (2) | (2) | Class A common stock | 7,137,350 | (2) | I | See Explanation of Reponses(1)(2) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. The reporting person owns 165,000 shares of Class B Common Stock which will automatically convert into shares of Class A Common Stock at the time of the consummation of our initial business combination on a one-for-one basis, subject to adjustment as described under the caption "Founder shares conversion and anti-dilution rights" in the Issuer's registration statement on Form S-1 (File No. 333-239926). |
| 2. Pendrell Holicity Holdings Corporation (PHHC) is the record holder of 7,137,350 shares of Class B Common Stock which will automatically convert into shares of Class A Common Stock at the time of the consummation of our initial business combination on a one-for-one basis, subject to adjustment as described under the caption "Founder shares conversion and anti-dilution rights" in the Issuer's registration statement on Form S-1 (File No. 333-239926). Mr. McCaw is the Co-CEO and more than 10% owner of Pendrell Corporation (PCO) which owns 100% of PHHC. Mr. McCaw shares voting and investment discretion with respect to the common stock held of record by PCO. Mr. McCaw disclaims any beneficial ownership of any shares held by PCO or PHHC. |
| Remarks: |
| President, Chief Executive Officer & Director See Exhibit 99.1 - Joint Filer Information, which is incorporated herein by reference and describes in further detail the relationships of the Reporting Persons to the Issuer. See Exhibit 24.1 - Powers of Attorney. |
| /s/ Steve Ednie Attorney-in-Fact for Craig McCaw | 08/04/2020 | |
| /s/ Steve Ednie CFO and Secretary for PHHC | 08/04/2020 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||
Exhibit 24.1
POWER OF ATTORNEY
The undersigned constitutes and appoints Steve Ednie, as the undersigned’s true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for the undersigned and in the undersigned’s name, place and stead, to:
1. prepare, sign, and submit to the Securities and Exchange Commission (the “SEC”) on its Electronic Data Gathering, Analysis, and Retrieval (“EDGAR”) Filer Management website a Form ID application, including any amendments and exhibits thereto, and any other related documents as may be necessary or appropriate, to obtain from the SEC access codes to permit filing on the SEC’s EDGAR system, granting unto said attorney-in-fact and agent, full power and authority to do and perform each act and thing requisite and necessary to be done as required by any rule or regulation of the SEC and the EDGAR Filer Manual as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, may lawfully do or cause to be done by virtue hereof; and
2. sign any and all SEC statements of beneficial ownership of securities of Holicity Inc. (the “Company”) on Schedule 13D as required under Section 13 and Forms 3, 4 and 5 as required under Section 16(a) of the Securities Exchange Act of 1934, as amended, and any amendments thereto, and to file the same with all exhibits thereto, and other documents in connection therewith, with the SEC, the Company and any stock exchange on which any of the Company’s securities are listed, granting unto said attorney-in-fact and agent, full power and authority to do and perform each act and thing requisite and necessary to be done under said Section 13 and Section 16(a), as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, may lawfully do or cause to be done by virtue hereof.
A copy of this power of attorney shall be filed with the SEC. The authorization set forth above shall continue in full force and effect until the undersigned revokes such authorization by written instructions to the attorney-in-fact.
The authority granted hereby shall in no event be deemed to impose or create any duty on behalf of the attorney-in-fact with respect to the undersigned’s obligations to file a Form ID, Schedule 13Ds and Forms 3, 4 and 5 with the SEC.
Dated: August 3, 2020
| /s/ Craig McCaw | |
| Craig McCaw |
Exhibit 99.1
Joint Filer Information
| Name of Joint Filer: | Craig McCaw |
| Address of Joint Filer: | c/o Pendrell Corporation |
| 2300 Carillon Point | |
| Kirkland, WA 98033 | |
| Relationship of Joint Filer to Issuer: | Chief Executive Officer & Director |
| Issuer Name and Ticker or Trading Symbol: | Holicity Inc. [HOL] |
| Date of Event Requiring Statement: | |
| (Month/Day/Year): | 08/04/2020 |
| Name of Joint Filer: | Pendrell Holicity Holdings Corporation |
| Address of Joint Filer: | c/o Pendrell Corporation |
| 2300 Carillon Point | |
| Kirkland, WA 98033 | |
| Relationship of Joint Filer to Issuer: | 10% Owner |
| Issuer Name and Ticker or Trading Symbol: | Holicity Inc. [HOL] |
| Date of Event Requiring Statement: | |
| (Month/Day/Year): | 08/04/2020 |