| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Holicity Inc. [ HOL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/21/2020 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: 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 Common Stock | (1) | 09/21/2020 | J(1) | 406,250 | (2) | (2) | Class A Common Stock | 406,250 | $0 | 6,731,100 | D(3) | ||||
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. On September 21, 2020, Pendrell Holicity Holdings Corporation ("PHHC") forfeited at no cost 406,250 shares of Class B common stock of the Issuer in connection with the election by the underwriters of the Issuer's initial public offering of units to decline to exercise a portion of the option granted to them to cover over-allotments. |
| 2. The shares of Class B common stock are convertible for shares of the Issuer's Class A common stock as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333 - 239926 (the "Registration Statement") and have no expiration date. |
| 3. PHHC is the record holder of the securities reported herein. 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: |
| 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. |
| /s/ Steve Ednie, Attorney-in-Fact for Craig McCaw | 09/22/2020 | |
| /s/ Steve Ednie, Attorney-in-Fact for PHHC | 09/22/2020 | |
| ** 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 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). | ||
| 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 99.1
Joint Filer Information
| 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): | 09/21/2020 | |
| 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): | 09/21//2020 |