Statement of Ownership (sc 13g)
June 21 2021 - 6:13AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. N/A)
SANDBRIDGE
ACQUISITION CORPORATION
(Name
of Issuer)
Class
A Common Stock, par value $0.0001 per share
(Title
of Class of Securities)
799793104
(CUSIP
Number)
June
10, 2021
(Date
of Event Which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
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[ ]
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Rule
13d-1(b)
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[X]
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Rule
13d-1(c)
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[ ]
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Rule
13d-1(d)
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*The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover
page.
The
information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
CUSIP
No. 799793104
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1.
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Names
of Reporting Persons
Alexander
Mitchell
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
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(a)
[ ]
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(b)
[X]
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3.
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SEC
Use Only
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|
|
|
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4.
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Citizenship
or Place of Organization
United
States of America
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
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5.
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Sole
Voting Power
0
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|
|
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6.
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Shared
Voting Power
1,225,000
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7.
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Sole
Dispositive Power
0
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8.
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Shared
Dispositive Power
1,225,000
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
1,225,000
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
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11.
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Percent
of Class Represented by Amount in Row (9)
5.33%
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12.
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Type
of Reporting Person (See Instructions)
IN
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CUSIP
No. 799793104
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1.
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Names
of Reporting Persons
Scopus
Capital, Inc.
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|
|
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
|
|
|
(a)
[ ]
|
|
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(b)
[X]
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|
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|
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3.
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SEC
Use Only
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|
|
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4.
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Citizenship
or Place of Organization
Delaware
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
5.
|
Sole
Voting Power
0
|
|
|
|
|
6.
|
Shared
Voting Power
1,225,000
|
|
|
|
|
7.
|
Sole
Dispositive Power
0
|
|
|
|
|
8.
|
Shared
Dispositive Power
1,225,000
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
1,225,000
|
|
|
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
|
|
|
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
5.33%
|
|
|
|
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12.
|
Type
of Reporting Person (See Instructions)
CO
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CUSIP
No. 799793104
|
1.
|
Names
of Reporting Persons
Scopus
Asset Management, L.P.
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|
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2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
|
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(a)
[ ]
|
|
|
(b)
[X]
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|
|
|
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3.
|
SEC
Use Only
|
|
|
|
|
4.
|
Citizenship
or Place of Organization
Delaware
|
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
5.
|
Sole
Voting Power
0
|
|
|
|
|
6.
|
Shared
Voting Power
1,225,000
|
|
|
|
|
7.
|
Sole
Dispositive Power
0
|
|
|
|
|
8.
|
Shared
Dispositive Power
1,225,000
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
1,225,000
|
|
|
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
|
|
|
|
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11.
|
Percent
of Class Represented by Amount in Row (9)
5.33%
|
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|
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12.
|
Type
of Reporting Person (See Instructions)
IA
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Item
1.
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(a)
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Name
of Issuer:
Sandbridge
Acquisition Corporation (the “Issuer”)
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(b)
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Address
of Issuer’s Principal Executive Offices:
1999
Avenue of the Stars, Suite 2088
Los
Angeles, CA 90067
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Item
2.
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(a)
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Name
of Person Filing:
This
statement is filed by Mr. Alexander Mitchell; Scopus Capital, Inc. (“SCI”); Scopus Asset Management, L.P (“SAMLP”,
and together with Mr. Mitchell and SCI, the “Reporting Persons”).
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(b)
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Address
of Principal Business Office or, if none, Residence:
For
each Reporting Person:
c/o
Scopus Asset Management, L.P.
717
Fifth Ave., 21st Floor
New
York, New York 10022
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(c)
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Citizenship:
For
each Reporting Person other than Mr. Mitchell, Delaware.
For
Mr. Mitchell, United States of America
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(d)
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Title
of Class of Securities:
Class
A Common Stock, par value $0.0001 per share (the “Common Stock”)
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(e)
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CUSIP
Number:
799793104
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Item
3.
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If
this statement is filed pursuant to §§240.13d-l(b) or 240.13d-2(b) or (c), check
whether the person filing is a:
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Not
applicable.
The
information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover page to
this Statement.
The percent of class represented by the amount beneficially owned by each Reporting Person is based on 23,000,000 shares of Common Stock
outstanding as of April 30, 2021, as indicated by the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on May
27, 2021.
The reported securities are held by certain private
funds (collectively, the “Funds”), managed by SAMLP, and SAMLP is deemed to have beneficial ownership of the Common Stock
held by the Funds. SCI is the general partner of SAMLP and is deemed to have beneficial ownership of the Common Stock owned by SAMLP.
Mr. Mitchell holds 100% of the ownership interest in SCI, and is deemed to have beneficial ownership of the Common Stock owned by each
such entity.
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Item
5.
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Ownership
of Five Percent or Less of a Class
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If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the following [ ].
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Item
6.
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Ownership
of More than Five Percent on Behalf of Another Person
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The
Funds, as the entities that directly hold the Common Stock, have the right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, Common Stock.
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Item
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By the
Parent Holding Company or Control Person
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Not
applicable.
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Item
8.
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Identification
and Classification of Members of the Group
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Not
applicable.
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Item
9.
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Notice
of Dissolution of Group
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Not
applicable.
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely
in connection with a nomination under § 240.14a-11.
Signature
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Dated
June 21, 2021
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alexANDER
mitchell
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SCOPUS
CAPITAL, INC.
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/s/
Daniel Fried, attorney-in-fact
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By:
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/s/
Daniel Fried
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Name:
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Daniel
Fried
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Title:
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Attorney-in-Fact
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SCOPUS
ASSET MANAGEMENT, L.P.
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By:
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Scopus
Capital, Inc., its General Partner
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By:
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/s/
Daniel Fried
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Name:
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Daniel
Fried
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Title:
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Attorney-in-Fact
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