Statement of Changes in Beneficial Ownership (4)
June 08 2021 - 7:20PM
Edgar (US Regulatory)
FORM 4
[ ]
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 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
*
LGACo 1 LLC |
2. Issuer Name and Ticker or Trading Symbol
Lazard Growth Acquisition Corp. I
[
LGAC
]
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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)
30 ROCKEFELLER PLAZA |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/7/2021 |
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(Street)
NEW YORK, NY 10112
(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)
___ 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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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 | (1)(2)(3) | 6/7/2021 | | J (4) | | 25000 | | (1)(2)(3) | (1)(2)(3) | Class A Ordinary Shares | 25000 | $0 | 14275000 (1)(2)(3)(4) | D | |
| Explanation of Responses: |
| (1) | LGACo 1 LLC, a Delaware series limited liability company and the sponsor (the "Sponsor") of Lazard Growth Acquisition Corp. I, a Cayman Islands exempted company (the "Issuer"), is the record holder of 14,275,000 Class B ordinary shares, par value $0.0001 per share (the "Founder Shares"), which will 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 thereof, on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like pursuant to certain anti-dilution rights. |
| (2) | As described in the Issuer's registration statement on Form S-1 (File No. 333-252408) under the heading "Principal Shareholders", the Sponsor has issued certain limited liability company interests (the "Series Membership Interests") in various series of the Sponsor, which entitle the holders thereof to economic interests in respect of the Founder Shares. Pursuant to the amended and restated operating agreement of the Sponsor, Lazard Group LLC, a Delaware limited liability company ("Lazard Group"), is the sole manager of the Sponsor and each series thereof and, accordingly, maintains the voting rights attributable to, and the dispositive power in respect of, all of the Founder Shares underlying the Series Membership Interests. LGA HoldCo LLC, a Delaware limited liability company and the Series A Member of the Sponsor ("HoldCo"), has full power to appoint, remove or replace the sole manager of the Sponsor at any time. |
| (3) | HoldCo is a direct wholly owned subsidiary of Lazard Group and an indirect wholly owned subsidiary of Lazard Ltd. As such, Lazard Ltd, through its controlling ownership interests in Lazard Group and HoldCo, has full discretion to manage and control the business and affairs of the Sponsor and each series thereof and is the ultimate control person of the Founder Shares held of record by the Sponsor. Accordingly, each of Lazard Group and Lazard Ltd may be deemed a beneficial owner of Founder Shares held of record by the Sponsor, but disclaims beneficial ownership of any such Founder Shares except to the extent of their respective pecuniary interests therein. |
| (4) | Pursuant to a share transfer agreement, dated as of June 7, 2021, 25,000 Class B ordinary shares of the Issuer were transferred from a former director of the Issuer to Series A of the Sponsor, in connection with the former director's resignation as a director of the Issuer. |
Remarks:
Alexander F. Stern, who serves as President of Lazard Ltd and Lazard Group, which is the direct parent of HoldCo and the indirect parent of the Sponsor, is the Executive Chairman and a Director of the Issuer. For the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each of the reporting persons may be deemed a director by deputization with respect to the Issuer on the basis of Mr. Stern's service on the Issuer's board of directors. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
LGACo 1 LLC
30 ROCKEFELLER PLAZA
NEW YORK, NY 10112 | X | X |
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Lazard Group LLC
30 ROCKEFELLER PLAZA
NEW YORK, NY 10112 | X | X |
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Lazard Ltd
30 ROCKEFELLER PLAZA
NEW YORK, NY 10112 | X | X |
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Signatures
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| /s/ Alexander Stern, as President for LGACo 1 LLC | | 6/8/2021 |
| **Signature of Reporting Person | Date |
| /s/ Alexander Stern, as President for Lazard Group LLC | | 6/8/2021 |
| **Signature of Reporting Person | Date |
| /s/ Alexander Stern, as President for Lazard Ltd | | 6/8/2021 |
| **Signature of Reporting Person | Date |
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