Amended Statement of Changes in Beneficial Ownership (4/a)
March 17 2023 - 5:02PM
Edgar (US Regulatory)
FORM 4
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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).
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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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KINS Capital LLC |
2. Issuer Name and Ticker or Trading Symbol
CXApp Inc.
[
CXAI
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
FOUR PALO ALTO SQUARE, SUITE 200, 3000 EL CAMINO REAL |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/14/2023 |
(Street)
PALO ALTO, CA 94306
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
3/16/2023 |
6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ 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 Common Stock | 3/14/2023 | | A(1) | | 6652776 (2) | A | (1) | 6652776 | D (3) | |
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 |
Private Placement Warrants | $11.5 | 3/14/2023 | | A (4) | | 9103528 (5) | | (4) | (4) | Class A Common Stock | 9103528 | (4) | 9103528 | D (3) | |
Explanation of Responses: |
(1) | On March 14, 2023 (the "Closing Date"), pursuant to the Agreement and Plan of Merger, dated September 25, 2022 (the "Merger Agreement"), by and among KINS Technology Group Inc. ("KINS"), KINS Merger Sub Inc. ("Merger Sub"), Inpixon and CXApp Holding Corp. ("CXApp"), Merger Sub merged with and into CXApp (the "Merger"), with CXApp surviving the Merger as a wholly-owned subsidiary of KINS. Following the Merger, KINS changed its name to CXApp Inc. On the Closing Date, in connection with the Merger and pursuant to the Sponsor Support Agreement, dated September 25, 2022, by and among KINS, Inpixon, CXApp and KINS Capital LLC (the "Sponsor"), the Sponsor was issued 6,652,776 shares of Class A common stock, par value $0.0001 per share, of KINS ("KINS Class A Common Stock") in exchange for 6,150,000 shares of Class B common stock, par value $0.0001 per share, of KINS ("KINS Class B Common Stock"). |
(2) | The Form 4 filed on March 16, 2023 inadvertently reported an incorrect number of shares of KINS Class A Common Stock the reporting person beneficially owns. |
(3) | The Sponsor, in whose name the securities reported herein are held, is managed by its managing member, Cardinal Venture Holdings LLC. The managing member of Cardinal Venture Holdings LLC is Khurram P. Sheikh. Each of Cardinal Venture Holdings LLC and Mr. Sheikh may be deemed a beneficial owner of shares held by the Sponsor but each disclaims beneficial ownership of any such shares except to the extent of its or his respective pecuniary interest therein. |
(4) | Private placement warrants were acquired by the Sponsor upon consummation of KINS's initial public offering on December 17, 2020 at a purchase price of $1.00 per warrant, with each warrant exercisable for one share of KINS Class A Common Stock. The private placement warrants will become exercisable 30 days after the Closing Date and expire five years after the Closing Date. |
(5) | The Form 4 filed on March 16, 2023 inadvertently reported an incorrect number of private placement warrants the reporting person beneficially owns. |
Remarks: Khurram P. Sheikh, the managing member of Cardinal Venture Holdings LLC, serves on the board of directors of CXApp Inc. For the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each of the Sponsor and Cardinal Venture Holdings LLC may be deemed a director by deputization with respect to CXApp Inc. on the basis of Mr. Sheikh's service on CXApp Inc.'s board of directors. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
KINS Capital LLC FOUR PALO ALTO SQUARE, SUITE 200 3000 EL CAMINO REAL PALO ALTO, CA 94306 | X | X |
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Cardinal Venture Holdings LLC FOUR PALO ALTO SQUARE 3000 EL CAMINO REAL PALO ALTO, CA 94308 |
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Sheikh Khurram P FOUR PALO ALTO SQUARE 3000 EL CAMINO REAL PALO ALTO, CA 94308 |
| X |
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Signatures
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KINS Capital LLC, By: /s/ Khurram P. Sheikh, President | | 3/17/2023 |
**Signature of Reporting Person | Date |
Cardinal Venture Holdings LLC, By: /s/ Khurram P. Sheikh, Managing Member | | 3/17/2023 |
**Signature of Reporting Person | Date |
/s/ Khurram P. Sheikh | | 3/17/2023 |
**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 control number. |
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